Ashghal ISTP - PPP Agreement (144180259.11)

AL WAKRA & AL WUKAIR
SEWAGE TREATMENT PLANT
Public
ALPrivate
WAKRA Partnership Agreement
& AL WUKAIR
SEWAGE TREATMENT PLANT
between
Public Works Authority “Ashghal”
and
Al Wakra Water Company WLL

____________________ 2022
EXECUTION VERSION
Public Private Partnership Agreement - Al Wakra & Al Wukair Sewage Treatment Plant
Contents
Clause Page
Contents
1. DEFINITIONS AND INTERPRETATION ................................................................................... 6
1.1 Definitions ...................................................................................................................... 6
1.2 Interpretation............................................................................................................... 47
2. TERM .......................................................................................................................................... 48
2.1 Initial Term ..................................................................................................................49
2.2 Extension ......................................................................................................................49
3. CONDITIONS PRECEDENT TO THE CLOSING DATE ..........................................................49
3.1 Closing Date .................................................................................................................49
3.2 Reports Prior to Closing Date ..................................................................................... 51
3.3 Delay in achieving the Closing Date ........................................................................... 51
3.4 Post-Closing ................................................................................................................. 52
4. PROJECT IMPLEMENTATION ................................................................................................. 53
4.1 Project Company's Obligations ................................................................................... 53
4.2 Ashghal Obligations ..................................................................................................... 55
4.3 Subcontractors and Project Engineer ......................................................................... 56
4.4 Access and Rights to the Project Site .......................................................................... 57
4.5 Hazardous Substances .................................................................................................58
4.6 Unforeseeable Artificial Underground Object .......................................................... 60
4.7 Warranty as to Use ..................................................................................................... 60
5. RECEIPT, TREATMENT AND DISPOSAL OF INFLUENT, TSE AND BY-PRODUCTS ........ 61
5.1 Acceptance and Treatment of Influent ....................................................................... 61
5.2 Peak Influent Event .....................................................................................................62
5.3 Off Specification Influent Event .................................................................................62
5.4 Polluted Influent Event ...............................................................................................63
5.5 Rectification Works following a Polluted Influent Event ..........................................63
5.6 Diversion Outflow Requirements ...............................................................................64
5.7 Use of Lagoons ............................................................................................................. 65
5.8 Treatment of Sludge .................................................................................................... 65
5.9 Additional Deduction Events ...................................................................................... 65
5.10 Environmental Persistent Breach Event ....................................................................66
5.11 Rights and Risk in Influent, TSE and By-Products.................................................... 67
5.12 Disposal ........................................................................................................................ 67
5.13 Daily Metering and Monitoring Obligations ............................................................. 68
5.14 Availability Testing ......................................................................................................69
5.15 Effect of Ashghal Risk Event ....................................................................................... 72
5.16 Exclusive Remedy ........................................................................................................ 73
6. DESIGN, CONSTRUCTION, TESTING AND COMMISSIONING OF THE PROJECT ASSETS
AND KAHRAMAA FACILITIES ................................................................................................. 73
6.1 Design and Construction of the Project Assets .......................................................... 73
6.2 Submissions with Respect to Project Asset Design and Drawings ........................... 74
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EXECUTION VERSION
6.3 Construction Submission and Reporting Requirements ........................................... 74

6.4 Changes to the Project Assets Design ......................................................................... 75
6.5 As-built Drawings & As-Built Drawings Register for Project Assets ........................ 76
6.6 Construction of the Kahramaa Facilities .................................................................... 76
6.7 Changes to the Kahramaa Facilities Design ............................................................... 76
6.8 Warranties for Kahramaa Facilities ............................................................................ 77
6.9 Kahramaa Facilities Provisional Acceptance Date and Final Acceptance Date ...... 80
6.10 Payment of Connection Fee ........................................................................................ 81
6.11 Transfer of the Kahramaa Facilities ........................................................................... 81
6.12 Drawings, Test Results, Documentation ................................................................... 82
6.13 Construction Utilities ................................................................................................. 83
6.14 Compliance with Construction Programme .............................................................. 83
6.15 Extension of Milestone Dates..................................................................................... 83
6.16 Project Company Liquidated Damages for Delay ..................................................... 84
6.17 Liquidated Damages for Abandonment .....................................................................85
6.18 Exclusive Remedy ........................................................................................................85
6.19 Start-Up and Commercial Operation ........................................................................ 86
6.20 Start-up Utilities and Supply of Influent ................................................................... 86
6.21 Acceptance Test Procedures ....................................................................................... 86
6.22 Completion of the Project Assets and Commercial Operation ..................................87
6.23 Performance Security ..................................................................................................87
6.24 Deemed Commissioning – Initial Phase ................................................................... 89
7. EXPANSION OPTION ............................................................................................................... 89
7.1 Background to Expansion Phase ............................................................................... 89
7.2 Expansion Notice ........................................................................................................ 90
7.3 Project Company Expansion Option ......................................................................... 90
7.4 Third Party Expansion Option .................................................................................... 91
8. OPERATION AND MAINTENANCE ......................................................................................... 91
8.1 Operation and Maintenance Obligations ................................................................... 91
8.2 Operation and Maintenance Plan ...............................................................................92
8.3 Scheduled, Capital and Unscheduled Maintenance Obligations ..............................93
8.4 Monthly Operations and Maintenance Reporting Obligations ................................. 95
8.5 Quarterly Operations and Maintenance Reporting Obligations ............................... 95
8.6 Environmental Persistent Breach Events ................................................................... 95
8.7 Intellectual Property ....................................................................................................96
9. SUPPLY OF ELECTRICITY AND OTHER UTILITIES ............................................................. 97
9.1 Project Company’s responsibilities ............................................................................. 97
9.2 Supply of Electricity .................................................................................................... 98
9.3 Back-up Electricity.......................................................................................................99
9.4 Risk of Loss ................................................................................................................100
10. INVOICING AND PAYMENT ...................................................................................................100
10.1 Payment ......................................................................................................................100
10.2 Invoices issued ........................................................................................................... 101
10.3 Payment Date ............................................................................................................. 101
10.4 Method of Payment ................................................................................................... 102
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EXECUTION VERSION
10.5 Disputed Payments .................................................................................................... 102

10.6 Late Payments ............................................................................................................ 103
10.7 Set-off ......................................................................................................................... 103
10.8 Value Added Tax ........................................................................................................ 103
11. METERING AND MONITORING SYSTEMS .......................................................................... 104
11.1 Installation of Metering and Monitoring System .................................................... 104
11.2 Reading of Meters ...................................................................................................... 104
11.3 Defective Metering and Monitoring Event ............................................................... 105
11.4 Repair, Replacement and Recalibration ................................................................... 106
11.5 Testing and Access ..................................................................................................... 106
12. RECORDS, REPORTING AND AUDIT .................................................................................... 106
12.1 Monitoring Rights ...................................................................................................... 106
12.2 Books and Records and Audit Rights .......................................................................108
13. COVENANTS ............................................................................................................................. 109
13.1 Licences, Permits and Consents................................................................................ 109
13.2 Other Business ........................................................................................................... 109
13.3 Project Agreements .................................................................................................... 109
13.4 Refinancing ................................................................................................................ 110
13.5 Compliance with applicable Legal Requirements ..................................................... 111
13.6 National Participation ................................................................................................ 111
14. INSURANCE ............................................................................................................................... 111
14.1 Insurance Policies ....................................................................................................... 111
14.2 Policy Endorsements ................................................................................................. 112
14.3 Evidence of Cover ...................................................................................................... 113
14.4 Compliance with Insurance Obligations .................................................................. 113
14.5 Application of Proceeds ............................................................................................. 114
14.6 Uninsurable Risk ....................................................................................................... 114
15. FORCE MAJEURE .....................................................................................................................115
15.1 Force Majeure Event...................................................................................................115
15.2 Natural Force Majeure Event .....................................................................................115
15.3 Political Force Majeure Event ................................................................................... 116
15.4 Certain Events not Force Majeure Events ................................................................. 117
15.5 Obligations ................................................................................................................. 118
15.6 Effects of a Force Majeure Event Generally ............................................................. 119
15.7 Effects of a Force Majeure Event Prior to Project Commercial Operation Date .... 119
15.8 Effects of a Force Majeure Event During Commercial Operation Period .............. 119
15.9 Extension of Term ..................................................................................................... 120
15.10 Reinstatement of the Project Assets ......................................................................... 121
16. INCREASED COSTS OR SAVINGS .......................................................................................... 125
16.1 Claim for Increased Costs or Savings ....................................................................... 125
16.2 Claims in Aggregate ................................................................................................... 127
17. TERMINATION ......................................................................................................................... 127
17.1 Expiration of the Term .............................................................................................. 128
17.2 Termination due to Non-occurrence of the Closing Date........................................ 128
17.3 Project Company Event of Default............................................................................ 128
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EXECUTION VERSION
17.4 Ashghal Event of Default ........................................................................................... 130

17.5 Termination due to an Event of Default ................................................................... 131
17.6 Termination for a Prolonged Force Majeure Event ................................................. 132
17.7 Effect of Direct Agreement on Termination ............................................................. 134
17.8 Purchase Price on Termination................................................................................. 134
17.9 Computation .............................................................................................................. 140
17.10 Payment of the Purchase Price ................................................................................. 140
17.11 Other Remedies ......................................................................................................... 140
17.12 Survival ....................................................................................................................... 140
17.13 Effect of Certain Events ............................................................................................. 141
17.14 Handback Works Report upon Project Company Event of Default ........................ 141
18. HANDBACK ............................................................................................................................... 142
18.1 Handback Transition Plan ........................................................................................ 142
18.2 Handback Surveys, Initial Handback Inspection and Initial Handback Report ... 143
18.3 Final Handback Inspection and Final Handback Report ........................................ 143
18.4 Handback Testing Plan and Handback Testing Report .......................................... 143
18.5 Handback Security and Handback Transition Fund ............................................... 144
18.6 Handback Works ....................................................................................................... 145
18.7 Handback Certificate, Handback Conditions and miscellaneous ........................... 147
18.8 Handback of Project Assets ....................................................................................... 147
19. INDEMNITIES .......................................................................................................................... 150
19.1 Indemnification by the Project Company................................................................. 150
19.2 Indemnification by Ashghal ...................................................................................... 150
19.3 Project Site Matters ....................................................................................................151
19.4 Liability....................................................................................................................... 152
19.5 Mitigation ................................................................................................................... 152
20. ASSIGNMENT ........................................................................................................................... 152
20.1 Assignment with Consent .......................................................................................... 152
20.2 Assignment to Financing Parties .............................................................................. 153
21. REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS ........................................... 153
21.1 Project Company Representations and Warranties ................................................. 153
21.2 Ashghal Representations and Warranties ................................................................ 154
21.3 Project Company Undertakings ................................................................................ 154
22. GOVERNING LAW ................................................................................................................... 155
23. DISPUTE RESOLUTION .......................................................................................................... 155
23.1 Negotiation ................................................................................................................. 155
23.2 Independent Expert ................................................................................................... 156
23.3 Arbitration .................................................................................................................. 158
23.4 Exclusive Jurisdiction ................................................................................................ 160
23.5 Obligations Continuing ............................................................................................. 160
24. MISCELLANEOUS .................................................................................................................... 160
24.1 Notices ........................................................................................................................ 160
24.2 Amendments .............................................................................................................. 161
24.3 No Implied Waiver..................................................................................................... 161
24.4 No Third Party Beneficiaries ..................................................................................... 161
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EXECUTION VERSION
24.5 Consent to Action and Enforcement ......................................................................... 161

24.6 Confidentiality ........................................................................................................... 162
24.7 Invalidity .................................................................................................................... 163
24.8 Binding Effect ............................................................................................................ 163
24.9 Relationship of the Parties ........................................................................................ 163
24.10 Expenses ..................................................................................................................... 164
24.11 Language .................................................................................................................... 164
24.12 Entire Agreement ....................................................................................................... 164
24.13 Counterparts .............................................................................................................. 164
24.14 No double recovery .................................................................................................... 164
SCHEDULE 1 PROJECT SITE .................................................................................................................. 167
SCHEDULE 2 DESIGN AND CONSTRUCTION REQUIREMENTS ..................................................... 168
SCHEDULE 3 ACCEPTANCE AND AVAILABILITY TEST REQUIREMENTS .................................... 169
SCHEDULE 4 SERVICE REQUIREMENTS ........................................................................................... 170
SCHEDULE 5 INFLUENT QUANTITY AND QUALITY PARAMETERS ............................................... 171
SCHEDULE 6 GUARANTEED OUTPUT PERFORMANCE REQUIREMENTS ................................... 172
SCHEDULE 7 METERING AND MONITORING REQUIREMENTS .................................................... 173
SCHEDULE 8 HANDBACK REQUIREMENTS ...................................................................................... 174
SCHEDULE 9 REPORTING AND SUBMISSISSION REQUIREMENTS .............................................. 175
SCHEDULE 10 REFINANCING ............................................................................................................... 176
SCHEDULE 11 PAYMENT MECHANISM ............................................................................................... 184
SCHEDULE 12 INVOICING AND PAYMENT PROCEDURE ................................................................ 185
SCHEDULE 13 CONDITIONS PRECEDENT .......................................................................................... 192
SCHEDULE 14 LEASE AGREEMENT ..................................................................................................... 195
SCHEDULE 15 SHARED FACILITIES SITE LAND ACCESS AGREEMENT ........................................ 212
SCHEDULE 16 FORM OF GOVERNMENT GUARANTEE ................................................................... 228
SCHEDULE 17 MINIMUM INSURANCE REQUIREMENTS ............................................................... 240
SCHEDULE 18 FORM OF DEVELOPMENT SECURITY ...................................................................... 244
SCHEDULE 19 DOCUMENTS TO BE DELIVERED AFTER THE EFFECTIVE DATE ....................... 246
SCHEDULE 20 FORM OF DIRECT AGREEMENT ................................................................................247
SCHEDULE 21 FORM OF PERFORMANCE SECURITY .......................................................................267
SCHEDULE 22 APPROVALS .................................................................................................................. 270
SCHEDULE 23 EPC TERM SHEET ......................................................................................................... 273
SCHEDULE 24 O&M TERM SHEET ....................................................................................................... 315
SCHEDULE 25 SHARED FACILITIES AGREEMENT TERM SHEET ................................................. 326
SCHEDULE 26 MAXIMUM PRINCIPAL AMOUNT .............................................................................. 331
SCHEDULE 27 LIST OF INDEPENDED EXPERTS ............................................................................... 337
SCHEDULE 28 AMENDMENT AGREEMENT ...................................................................................... 338
SCHEDULE 29 FORM OF HANDBACK SECURITY ............................................................................. 348
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EXECUTION VERSION
THIS PUBLIC PRIVATE PARTNERSHIP AGREEMENT (“PPPA”) is entered into in Doha,

Qatar, on _____________________ 2022
BETWEEN:
(1) The Public Works Authority “Ashghal”, a representative body of the Government of the
State of Qatar whose registered office is Al-Faisal Tower 1, West Bay, Doha, P.O. Box 22188,
State of Qatar (hereinafter referred to as Ashghal); and
(2) Al Wakra Water Company WLL, a limited liability company incorporated under the laws
of the State of Qatar with commercial registration no. 167215 (the Project Company).
WHEREAS:
(A) On 10 September 2019, Ashghal issued a Request for Proposal seeking Bids from pre-qualified
parties to develop a new 150,000 m3/day wastewater treatment plant, along with associated
Kahramaa Facilities and Shared Facilities, all built to accommodate a potential future
expansion of the wastewater treatment facilities, in Al Wakra Municipality, State of Qatar.
(B) On _________________ Ashghal issued a letter of award to the Consortium, formally

awarding the Consortium the right to develop, design, engineer, finance, permit, insure,
procure, manufacture, factory and site equipment test, construct, commission, perform
acceptance testing, own, operate and maintain, handover and transfer the Project Assets (as
defined below), and develop, design, engineer, finance, permit, insure, procure, manufacture,
factory and site equipment test, construct, commission, perform acceptance testing, and
transfer the Kahramaa Facilities to Kahramaa (as defined below (the Letter of Award)).
(C) The Project Company has been formed for the purposes of entering into the Project Agreements
and undertaking the Project, as defined below.
(D) This Agreement sets out the terms and conditions upon and subject to which the Project
Company shall undertake the Project.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as
follows:
1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
Except when the context requires otherwise, the capitalised terms used in this Agreement
shall have the following meanings:
Abandonment means:
(a) in relation to any period prior to the Project Commercial Operation Date and
provided that construction of the Project Assets or the Kahramaa Facilities is at least
sixty (60) Days behind as against the Construction Programme, the Project
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EXECUTION VERSION
Company's failure to demonstrate to Ashghal its ability to perform its obligations

under this Agreement (taking into account its ability to accelerate the works and
services under the EPC Contract) such as to demonstrate that the Project
Commercial Operation Date will be achieved on or before the Long Stop Date, except
where such failure to demonstrate is attributable to a Force Majeure Event or an
Ashghal Risk Event; and
(b) in relation to any period during the Commercial Operation Period, other than due
to a Force Majeure Event or an Ashghal Risk Event:
(i) a persistent failure of the Project Company to perform its obligations

hereunder such as to suggest an intention to repudiate this Agreement; or
(ii) a failure by the Project Company to resume and continue the performance
of all or substantially all of its obligations under this Agreement within a
reasonable period following the cessation of a Force Majeure Event or an
Ashghal Risk Event, in each case, which prevented, hindered or delayed
such performance,
and Abandons shall be construed accordingly;
Acceptance Certificate means each of the certificates issued by Ashghal upon

No-Objection to each Commercial Operation Test Report, in accordance with section 5.3 of
Schedule 3 (Acceptance and Availability Test Requirements);
Acceptance Test has the meaning given to it in Clause 6.21 (Acceptance Test Procedures)
and Schedule 3 (Acceptance and Availability Test Requirements); and Acceptance
Testing shall have the corresponding meaning;
Acceptance Testing Reports means the reports prepared by the Project Company during
Acceptance Testing of the Project Assets for submission to Ashghal, in accordance with section
2.2.17 of Schedule 9 (Reporting and Submission Requirements);
Account Balance has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Accounting Principles means the generally accepted accounting principles applicable from
time to time in Qatar;
Accrued Commission has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Additional Availability Test has the meaning given to it in Clause 5.14(e) (Availability
Testing);
Additional Deduction Event means Additional Deduction Event – Back-up Power,

provided however that no Additional Deduction Event will be deemed to have occurred where
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EXECUTION VERSION
the occurrence is the result of an Influent Excuse Event, Ashghal Risk Event or a Force
Majeure Event;
Additional Deduction Event – Back-up Power means any failure by the Project
Company to either (i) carry out; or (ii) pass the test required to be carried out under Clause
9.3(d) (Back-up Electricity) to confirm that Back-up Electricity is available;
Additional Deductions has the meaning given to it in sections 2 and 3 of Schedule 11

(Payment Mechanism);
Adverse Person means:
(a) any person whose primary residence is in or who is incorporated or organized under
the laws of a country:
(i) subject to sanctions levied by the United Nations (or the Security Council
thereof) pursuant to authority derived from Article 41 of Chapter 7 of the
United Nations charter (a “Sanctioned Country”); or
(ii) with which Qatar does not maintain official diplomatic relations (an
“Unfriendly Country”);
(b) any national government, or any political sub-division, of any Sanctioned Country
or Unfriendly Country; or
(c) any ministry, department, authority, or statutory corporation of, or any corporation
or other entity (including a trust), owned or controlled directly or indirectly by the
national government, or any political sub-division, of any Sanctioned Country or
Unfriendly Country;
Affected Party has the meaning given to it in Clause 15.5(a) (Obligations);
Affiliate means, in relation to a person, a Project Company or entity that directly or indirectly
Controls, or is Controlled by, or is under common Control with that person;
Agreement means this PPPA, and all Schedules to this PPPA, as amended and supplemented
from time to time (in accordance with its terms and conditions);
Approvals means all such permits, licences, consents, authorisations, approvals,

registrations, grants, acknowledgements or agreements required under the Laws to be
obtained from any Competent Authority for (a) the development, financing, design,
engineering, procurement, manufacture, factory testing, transportation, construction,
erection, installation, completion, testing, commissioning, insurance, ownership, operation
and maintenance of the Project Assets and, prior to the date of transfer of title to the
Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the Kahramaa
Facilities (Transfer of the Kahramaa Facilities), and (b) otherwise required in respect of the
Project and Approval shall be construed accordingly;
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EXECUTION VERSION
Archaeological Delay Event means the discovery of any Archaeological Items found on
the Project Site relating to any burial site located on or under the Project Site and such
discovery results in a delay to the Project;
Archaeological Items means articles of archaeological value, interest or antiquity,

historical structures, human remains or other items of archaeological or historic interest;
As-Built Drawings means the drawings of all Project Assets and Kahramaa Facilities
presenting an accurate record of as-built conditions, prepared, submitted and updated by the
Project Company pursuant to section 2.2.15 of Schedule 9 (Reporting and Submission
Requirements) and in accordance with section 4.17, Part 1, Schedule 2 (Design and
Construction Requirements) and any other obligations set out in this Agreement;
As-Built Drawings Register means a complete and comprehensive register of As-Built

Drawings prepared, submitted and updated by the Project Company pursuant to section
2.2.15 of Schedule 9 (Reporting and Submission Requirements) and in accordance with
section 4.17, Part 1, Schedule 2 (Design and Construction Requirements) and any other
obligations set out in this Agreement;
Ashghal has the meaning given to it in the Parties’ details section of this Agreement;
Ashghal Event of Default has the meaning given to it in Clause 17.4 (Ashghal Event of
Default);
Ashghal Parties has the meaning given to it in Clause 19.1 (Indemnification by the Project
Company);
Ashghal Risk Event means the following events or circumstances:
(a) a breach by Ashghal of any of its obligations under this Agreement or any other
Project Agreement to which it is a party;
(b) a breach by Kahramaa in performing any of its obligations under the Consultancy
Services Agreement or Bulk Supply Agreement save where such breach constitutes
an Electricity Supply Failure;
(c) a failure or delay by Kahramaa to assume control of the Kahramaa Facilities in

accordance with Clause 6.10 (Payment of Connection Fee);
(d) a negligent act or omission by Ashghal or any of its contractors in relation to the
Project Site;
(e) a violation by Ashghal or any of its subcontractors of applicable Legal Requirements

relevant to the Project Site;
(f) prior to the Project Commercial Operation Date, the discovery of Unforeseeable
Artificial Underground Objects that Ashghal is required by Clause 4.6
(Unforeseeable Artificial Underground Object) to remove, relocate or protect
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EXECUTION VERSION
(except to the extent the presence of such Unforeseeable Artificial Underground

Objects is attributable to a Project Company Party or any Contractor);
(g) the discovery or introduction of any Hazardous Substances in, on or under the
Project Site that:
(i) prior to the Project Commercial Operation Date, Ashghal is required to

remove or render non-hazardous pursuant to Clause 4.5(a)(i) (Hazardous
Substances); or
(ii) Ashghal is required to remove or render non-hazardous pursuant to

Clause 4.5(b) (Hazardous Substances).
except to the extent the presence of such Hazardous Substances is attributable to a

Project Company Party or any Contractor;
(h) prior to the Project Commercial Operation Date, an Archaeological Delay Event;
(i) a failure to complete works by the MTS Contractor under the MTS Contract in
accordance with the sequencing constraints and break-through windows, as
applicable, as are specified in Section B(B) of Part 1 of Schedule 2 (Design and
Construction Requirements) for the Project Company to commence, undertake
or complete break in of the Screen Shaft, where such failure causes a material and
adverse impact on the Project Company's ability to commence, undertake or
complete such break in;
(j) unavailability of the MTS as at the Scheduled Project Commercial Operation Date,
as may be adjusted in accordance with this Agreement; provided that the Project
Company would otherwise be able to achieve the Project Commercial Operation
Date but for the unavailability of the MTS; or
(k) the negligent act or omission of the MTS Contractor or its directors, officers,
employees, contractors, subcontractors or agents where such act or omission causes
damage to the Project Site, the Project Asset, the Shared Facilities, the STW
Facilities or the Kahramaa Facilities,
but only if and to the extent that:
(l) such event or circumstance is not the direct or indirect result of a breach by Project
Company of any of its obligations under this Agreement or any other Project
Agreement or a negligent act or omission by the Project Company or its Contractors;
and
(m) the Project Company has made all reasonable efforts to reduce to a minimum and
mitigate the effect of such event or circumstance;
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EXECUTION VERSION
Asset Inspection Survey means the inspection and condition assessment of the Project
Assets that will be subject to the Availability Performance Tests as set out in section 6.1 of
Availability means, with respect to any Project Asset, the existence and availability of the
designed capacity of the Project Asset to receive designed flows and loads and carry out its
intended function in a safe and efficient manner to achieve its Guaranteed Output
Performance Requirements;
Availability Certificate means a certificate to be issued by Ashghal to the Project Company

in accordance with Clause 5.14 (Availability Testing) stating that the Project Company has
undertaken an Availability Test pursuant to the requirements in set forth in Schedule 3
(Acceptance and Availability Test Requirements) and has demonstrated that the
Project Assets have met the Availability Test Performance Criteria;
Availability Performance Test means the tests as set out in section 6.2 of Schedule 3 and
Availability Performance Testing shall be construed accordingly;
Availability Performance Test Criteria means the test criteria as set out in Table 2,
Availability Test means together the Asset Inspection Survey and Availability Performance
Test conducted in accordance with Schedule 3 (Acceptance and Availability Test
Requirements);
Availability Testing shall be construed accordingly;
Availability Test Reports means the reports prepared by the Project Company during
Availability Testing of the Project Assets for submission to Ashghal in accordance with section
2.2.18 of Schedule 9 (Reporting and Submission Requirements);
Availability Testing Plan means the plan for Availability Tests prepared and submitted to
Ashghal by the Project Company in accordance with section 3.2.6 of Schedule 9 (Reporting
and Submission Requirements) and in accordance with the requirements of Schedule 3
(Acceptance and Availability Test Requirements) and any other requirements of this
Agreement;
Available Peak Capacity of Pump Shaft means the minimum of the Peak Capacity of
Pump Shaft or the actual peak Influent receiving and conveying capacity of the Pump Shaft
(expressed in m3/d), whether used or not and regardless of whether the STW Facilities are
able to take delivered Pump Shaft output, which is available on a continuous and reliable basis,
in conformity with the minimum success criteria along with achievement of Guaranteed
Output Performance Requirements as demonstrated initially by the Commercial Operation
Tests and subsequently demonstrated by the latest Availability Testing pursuant to Schedule
3 (Acceptance and Availability Test Requirements), and metered, monitored and
reported through Metering and Monitoring Systems in accordance with the requirements
stated in Schedule 7 (Metering and Monitoring Requirements) and reported through
Daily Availability Reports in accordance with section 1.4 of Schedule 7 (Metering and
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EXECUTION VERSION
Monitoring Requirements) prepared and submitted by the Project Company pursuant to

Section 3.2.16.1 of Schedule 9 (Reporting and Submission Requirements);
Available Peak Capacity of Screen Shaft means the minimum of Peak Capacity of Screen
Shaft or the actual peak Influent receiving and conveying capacity of the Screen Shaft
(expressed in m3/d), whether used or not and regardless of whether the Pump Shaft and Future
Pump Shafts are able to take delivered Screen Shaft output, which is available on a continuous
and reliable basis, in conformity with the minimum success criteria along with achievement of
Guaranteed Output Performance Requirements as demonstrated initially by the Commercial
Operation Tests and subsequently demonstrated by the latest Availability Testing pursuant to
Schedule 3 (Acceptance and Availability Test Requirements), and metered, monitored
and reported through Metering and Monitoring Systems in accordance with the requirements
Available Peak Capacity of STW Facilities means the minimum of Peak Capacity of STW
Facilities or the actual Peak Capacity of STW Facilities (expressed in m3/Day), which the
Project Company commits to provide and which is available on a continuous and reliable basis,
in conformity with minimum success criteria along with achievement of Guaranteed Output
Performance Requirements as demonstrated initially by the Commercial Operation Tests and
subsequently demonstrated by the latest Availability Testing pursuant to Schedule 3
(Acceptance and Availability Test Requirements), and metered, monitored and
Available Peak Capacity of TSE Pump Station means the minimum of Peak Capacity of
the TSE Pump Station or the actual peak capacity of the TSE Pump Station to receive and
convey the TSE produced after treating the Influent (expressed in m3/d of Influent) from the
Initial Phase and Expansion Phases to the TSE Network irrespective of the quantity actually
received or conveyed, which is available on a continuous and reliable basis, in conformity with
the minimum success criteria along with achievement of Guaranteed Output Performance
Requirements as demonstrated initially by the Commercial Operation Tests and subsequently
demonstrated by the latest Availability Testing pursuant to Schedule 3 (Acceptance and
Availability Test Requirements), and metered, monitored and reported through
Metering and Monitoring Systems in accordance with the requirements stated in Schedule 7
(Metering and Monitoring Requirements) and reported through Daily Availability
Reports in accordance with section 1.4 of Schedule 7 (Metering and Monitoring
Requirements) prepared and submitted by the Project Company pursuant to Section
3.2.16.1 of Schedule 9 (Reporting and Submission Requirements);
Available Project Assets’ Treatment Capacity means, the actual total treatment
capacity of the Project Assets whether used or not and regardless of whether Ashghal is able
to take TSE delivered at the TSE Delivery Point, which is available on a continuous and reliable
Page 12
EXECUTION VERSION
basis, in conformity with the Guaranteed Output Performance Requirements as demonstrated

initially by the Commercial Operation Tests and subsequently demonstrated by the latest
Availability Test and calculated in accordance with the provisions of Schedule 7 (Metering
and Monitoring Requirements);
Available Pump Shaft Capacity means the actual total Influent receiving and conveying
capacity of the Pump Shaft (expressed in m3/d), whether used or not and regardless of
whether the STW Facilities are able to take delivered Pump Shaft output, which is available
on a continuous and reliable basis, in conformity with the minimum success criteria along
with achievement of Guaranteed Output Performance Requirements as demonstrated initially
by the Commercial Operation Tests and subsequently demonstrated by the latest Availability
Testing pursuant to Schedule 3 (Acceptance and Availability Test Requirements), and
metered, monitored and reported through Metering and Monitoring Systems in accordance
with the requirements stated in Schedule 7 (Metering and Monitoring Requirements)
and reported through Daily Availability Reports in accordance with section 1.4 of Schedule 7
(Metering and Monitoring Requirements) prepared and submitted by Project Company
pursuant to Section 3.2.16.1 of Schedule 9 (Reporting and Submission Requirements);
provided, however, that solely for the purposes of calculation of Component A and Component
B of the Capacity Payments in Schedule 11 (Payment Mechanism), the Available Pump
Shaft Capacity shall be determined as Available Peak Capacity of Pump Shaft divided by the
peak factor as specified in Ashghal WWTP Request for Proposal Volume II - Schedule 2 Part
1 Project Overview and Design Requirements;
Available Screen Shaft Capacity means the actual total Influent receiving and conveying
capacity of the Screen Shaft (expressed in m3/d), whether used or not and regardless of
whether the Pump Shaft and Future Pump Shafts are able to take delivered Screen Shaft
output, which is available on a continuous and reliable basis, in conformity with the minimum
success criteria along with achievement of Guaranteed Output Performance Requirements as
demonstrated initially by the Commercial Operation Tests and subsequently demonstrated by
the latest Availability Testing pursuant to Schedule 3 (Acceptance and Availability Test
Requirements), and metered, monitored and reported through Metering and Monitoring
Systems in accordance with the requirements stated in Schedule 7 (Metering and
Monitoring Requirements) and reported through Daily Availability Reports in
accordance with section 1.4 of Schedule 7 (Metering and Monitoring Requirements)
prepared and submitted by the Project Company pursuant to Section 3.2.16.1 of Schedule 9
(Reporting and Submission Requirements); provided, however, that solely for the
purposes of calculation of Component A and Component B of the Capacity Payments in
Schedule 11 (Payment Mechanism), the Available Screen Shaft Capacity shall be
determined as Available Peak Capacity of Screen Shaft divided by the peak factor as specified
in Ashghal WWTP Request for Proposal Volume II - Schedule 2 Part 1 Project Overview and
Design Requirements;
Available Shared Facilities Capacity means, the actual total Influent receiving and
conveying capacity of the Screen Shaft (expressed in m3/d), whether used or not and
regardless of whether STW Facilities is able to take delivered Screen Shaft output to Pump
Shaft and Future Pump Shafts, which is available on a continuous and reliable basis, in
conformity with the Guaranteed Output Performance Requirements as demonstrated initially
by the Commercial Operation Tests and subsequently demonstrated by the latest Availability
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EXECUTION VERSION
Test and calculated in accordance with the provisions of Schedule with the provisions of
Schedule 7 (Metering and Monitoring Requirements);
Available STW Facilities Capacity means, the actual total capacity of the STW Facilities
to receive flows from Pump Shaft and Tanker Reception Facilities, and ability to treat the
sewage and Sludge to the required Guaranteed Output Performance Requirements (expressed
in m3/d), whether used or not and regardless of whether Ashghal is able to take TSE delivered
at the TSE Delivery Points, which is available on a continuous and reliable basis, in conformity
with the minimum success criteria along with achievement of Guaranteed Output
Performance Requirements as demonstrated initially by the Commercial Operation Tests and
subsequently demonstrated by the latest Availability Testing pursuant to Schedule 3
(Acceptance and Availability Test Requirements) and reported through Daily
Availability Reports in accordance with Section 1.4 of Schedule 7 (Metering and
Section 3.2.16.1 of Schedule 9 (Reporting and Submission Requirements); provided,
however, that solely for the purposes of calculation of Component A and Component B of the
Capacity Payments in Schedule 11 (Payment Mechanism), the Available STW Facilities
Capacity shall be determined as Available Peak Capacity of STW Facilities divided by the peak
factor as specified in Schedule 2 Part 1 Project Overview and Design Requirements;
Available TSE Pump Station Capacity means the actual total capacity of the TSE Pump
Station to receive and convey the TSE produced after treating the Influent (expressed in m3/d
of Influent) from the Initial Phase and Expansion Phases to the TSE Network irrespective of
the quantity actually received or conveyed, which is available on a continuous and reliable
basis, in conformity with the minimum success criteria along with achievement of Guaranteed
Output Performance Requirements as demonstrated initially by the Commercial Operation
Tests and subsequently demonstrated by the latest Availability Testing pursuant to Schedule
3 (Acceptance and Availability Test Requirements), and metered, monitored and
Section 3.2.16.1 of Schedule 9 (Reporting and Submission Requirements); provided,
however, that solely for the purposes of calculation of Component A and Component B of the
Capacity Payments in Schedule 11 (Payment Mechanism), the TSE Pump Station Capacity
shall be determined as Available Peak Capacity of TSE Pump Station divided by the peak factor
which shall be estimated based on Table 4 of Schedule 5 (Influent Quantity and Quality
Parameters);
Back-up Electricity has the meaning given to it in Clause 9.3(a) (Back-up Electricity);
Back-up Electricity Payment has the meaning given to it in sections 2 and 3 of Schedule
11 (Payment Mechanism);
Bid Submission Date means 18 February 2020;
Billing Period means:
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EXECUTION VERSION
(a) the period from the Project Commercial Operation Date to the last Day of that
Month,
(b) each successive period of one (1) Month thereafter, and
(c) the period from the first Day of the last Month of the Term to the last Day of the
Term, or, if this Agreement is terminated earlier in accordance with its terms, from
the first Day of the Month in which this Agreement is terminated until the Day of
termination;
Breakage Costs means an amount equal to the sum as of the Calculation Date of:
(a) reasonable costs payable by the Project Company upon breakage of any interest
period with respect to the Principal Amount; and
(b) reasonable amounts payable by the Project Company upon breakage of any hedging
arrangement with respect to interest on the Principal Amount,
in each case to or on behalf of the Financing Parties upon termination of this Agreement,
provided that any positive payments received by or on behalf of the Financing Parties as a
result of breakage of any hedging arrangements with respect to commission on the Principal
Amount upon termination of this Agreement shall be applied to reduce the relevant Payment
Price on Termination calculated in accordance with the provisions of Clause 17.8 (Purchase
Price on Termination);
Bulk Supply Agreement means the bulk electricity supply agreement, entered into
between the Project Company and Kahramaa which sets out the terms upon which Kahramaa
will supply electricity to the Project Assets;
Bulk Supply Application means an application for electrical supply to the Project
submitted to Kahramaa prior to the Project Commercial Operation Date in the prescribed
form required by Kahramaa as of the relevant date;
Bulk Supply Direct Agreement means the direct agreement to be entered into between
the Project Company, the Lenders and Kahramaa in respect of the Bulk Supply Agreement;
Business Day means any Day that is not a Friday or Saturday, during which banks are
generally open for business in Doha, Qatar;
By-Product Delivery Point means the area (including reasonable means of ingress to and
egress from such area) within Qatar to which the Project Company has obtained permits for
the disposal of By-Products pursuant to the Project Company's obligations in Clause 5.12(b)
(Disposal) and section 2.4 of Schedule 4 (Service Requirements);
By-Products means Dewatered Sludge Cake, Grit, FOG and Fine Screenings, which are
produced as by-products of the processes of the Project Assets;
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EXECUTION VERSION
Calculation Date has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Capacity Payment has the meaning given to it in Schedule 11 (Payment Mechanism);
Capacity Payment Deductions has the meaning given to it in sections 2 and 3 of Schedule
Capital Cost Payment has the meaning given to it in sections 2 and 3 of Schedule 11
Capital Cost Recovery Charge Rate means the value “CCRP” under and as defined in
Section 1 of Appendix A of Schedule 11 (Payment Mechanism);
Capital Maintenance means replacement or maintenance of Major Equipment performed

in accordance with the Capital Maintenance Programme prepared and submitted by the
Project Company pursuant to Schedule 9 (Reporting and Submission Requirements);
Capital Maintenance Programme means the programme for Capital Maintenance of the
Project Assets prepared, submitted and implemented by the Project Company in accordance
with this Agreement, Schedule 4 (Service Requirements) and Schedule 9 (Handback
Requirements);
Casualty Proceeds has the meaning given to it in Clause 15.10(a) (Reinstatement of the
Project Assets);
Change in Legal Requirements means any of the following events:
(a) the introduction, adoption, enactment or promulgation of any new Legal

Requirement by a Competent Authority;
(b) the change or repeal by any Competent Authority of any Legal Requirement;
(c) a change, having the force of law, in the manner in which a Legal Requirement is
applied or a change in interpretation of any Legal Requirement; and
(d) the introduction, adoption, change or repeal by any Competent Authority of any
material condition in connection with the issuance, renewal, or modification of any
Approval;
that:
(i) occurs after the Bid Submission Date; and
(ii) results in any imposition of, or change in, Taxes, duties or levies payable
by one or more of the Project Company, the EPC Contractor, or the O&M
Contractor; or
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EXECUTION VERSION
(iii) results in change in or repeal of any of the requirements for the

development, financing, design, engineering, procurement, manufacture,
factory testing, transportation, construction, erection, installation,
completion, testing, commissioning, insurance and ownership of the
Project and the ongoing operation and maintenance of the same;
Claim means any suits, actions, legal or administrative proceedings, claims, demands, losses,
damages, liabilities, fines, costs and expenses of whatsoever kind or nature (including
reasonable attorney's fees and expenses and pre- and post-judgment interest and penalties),
whether arising before or after the Termination Date, but excluding any indirect or
consequential damages;
Closing Date has the meaning given to it in Clause 3.1(a) (Closing Date);
Commercial Operation Certificate means the certificate to be issued by Ashghal setting

out the date on which Completion was achieved, as agreed or determined in accordance with
section 5.4 of Schedule 3 (Acceptance and Availability Test Requirements);
Commercial Operation Period means the period commencing on the Project Commercial
Operation Date and expiring on the Termination Date;
Commercial Operation Testing means the testing carried out during the Acceptance
Tests in accordance with section 5 of Schedule 3 (Acceptance and Availability Test
Requirements); and Commercial Operation Test shall be construed accordingly;
Commercial Operation Testing Plan means the plan for Commercial Operation Testing
prepared and submitted as part of the Inspection and Testing Plan to Ashghal by the Project
Company in accordance with section 2.2.16 of Schedule 9 (Reporting and Submission
Requirements) and in accordance with the requirements of Schedule 3 (Acceptance and
Availability Test Requirements) and any other requirements of this Agreement;
Competent Authority means the Government, or any ministry, department or political

subdivision thereof, any municipality, any court or tribunal or any other governmental entity,
instrumentality, agency, authority, committee or commission, under the direct or indirect
control of the Government, or any department or political subdivision thereof, or any
independent regulatory authority relating thereto, having jurisdiction under the Law over the
Project Company, Ashghal, the EPC Contractor, the O&M Contractor or the Financing Parties,
in each case within Qatar, provided that, for the purposes of this Agreement, Ashghal in its
capacity as a party to any of the Project Agreements shall not be considered a Competent
Authority;
Completion means the successful completion of the construction of the Project Assets in
accordance with Schedule 2 (Design and Construction Requirements) and the other
requirements of this Agreement, including:
(a) the issuance of all Acceptance Certificates following the Commercial Operation Tests;
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EXECUTION VERSION
(b) the Project Company having obtained all relevant Approvals and delivered copies
thereof to Ashghal;
(c) the Project Company having issued, and Ashghal having received, all:
(i) operations and maintenance manuals and other technical documentation

(including electronic files) for all items of equipment incorporated into the
Project Assets identified in Schedule 2 (Design and Construction
Requirements), as set forth in Schedule 19 (Documents to be
Delivered after the Effective Date);
(ii) test results (including electronic files) for all Acceptance Tests performed
on the Project Assets, as required in Schedule 9 (Reporting and
Submission Requirements);
(iii) as-built drawings for the Project Assets (including electronic files),
including the civil and architectural works;
(iv) detailed technical documents (including electronic files) related to the

design, engineering, construction, operation and maintenance of the
Project Assets; and
(v) Plant and equipment warranties;
(d) an unconditional, on-demand bank guarantee being in place for the Defects Liability
Period in respect of the Project Assets as contemplated under the EPC Contract; and
(e) the O&M Contractor Support Guarantee having been delivered under the O&M
Contract;
Completion Notice means the notice issued by the Project Company under Clause 6.22(b)
(Completion of the Project Assets and Commercial Operation) stating that the Project
Company believes it has achieved Completion;
Component A means the Capital Cost Payment, forming part of the Capacity Payment;
Component B means the Fixed O&M Payment, forming part of the Capacity Payment;
Component C means the Electricity Payment, forming part of the Output Payment;
Component CPD means the Capacity Payment Deductions, forming part of the Capacity
Payment;
Component D means the Variable O&M Payment, forming part of the Output Payment;
Component OD means the Other Deductions, forming part of the Service Payment;
Confidential Information has the meaning given to it in Clause 24.6(e) (Confidentiality);
Page 18
EXECUTION VERSION
Consortium means the consortium comprised of the Lead Developer, Al Attiya Motors and
Trading Co. WLL and Gulf Investment Corporation G.S.C;
Construction Drawings means the construction drawings prepared and submitted by the
Project Company to Ashghal in accordance with Schedule 2 (Design and Construction
Requirements) and as set out in section 2.2.11 of Schedule 9 (Reporting and
Construction Plan means the plan prepared, submitted, and updated by the Project
Company pursuant to section 2.2.3 of Schedule 9 (Reporting and Submission
Requirements) in accordance with all of the subsidiary plans and requirements as
stipulated in section 4.12.3, Part 1, Schedule 2 (Design and Construction Requirements)
and any other obligations set out in this Agreement;
Construction Programme means the construction schedule that is prepared, submitted,

and updated by the Project Company pursuant to the requirements set out in section 2.2.4 of
Schedule 9 (Reporting and Submission Requirements) as part of the Construction Plan
in accordance with the requirements set out in section 4.12.3 Part 1, Schedule 2 (Design and
Construction Requirements) and any other obligations set out in this Agreement;
Construction Report means the report prepared by the Project Company each Month up
to the Project Commercial Operation Date for submission to Ashghal in accordance with
Schedule 9 (Reporting and Submission Requirements);
Consultancy Services Agreement means a consultancy services agreement to be entered

into between the Project Company and Kahramaa on or prior to the Closing Date under which
Kahramaa will provide certain consultancy services in respect of the design, construction,
testing and commissioning of the Kahramaa Facilities;
Contract Year means each twelve (12) Month period during the Term commencing at 00:00
hours on the Project Commercial Operation Date and ending at 00:00 hours on the following
anniversary of the Project Commercial Operation Date, provided that the last Contract Year
shall end at 00:00 hours on the last Day of the Term;
Contractors means the EPC Contractor, the O&M Contractor and any other direct
contractors and any of their direct subcontractors involved in the Project;
Control means:
(a) ownership or control (whether directly or otherwise) of more than fifty percent (50%)
of the equity share capital, voting capital or the like of the controlled entity; or
(b) ownership of equity share capital, voting capital, or the like by contract or otherwise,
conferring control of, power to (i) control the composition of, or power to appoint,
more than fifty percent (50%) of the members of the board of directors, board of
management, or other equivalent or analogous body of the controlled entity and (ii)
appoint the key manager of such entity,
Page 19
EXECUTION VERSION
and Controlled shall be construed accordingly;
Cure Period has the meaning given to it in Clause 17.5(a) (Termination due to an Event of
Default);
Customs Duty Event means the Project Company, having complied with its obligations
pursuant to Clause 4.1(e) (Project Company's Obligations), receiving the benefit of a Customs
Duty Exemption for the Project (whether before or after the Project Commercial Operation
Date);
Customs Duty Exemption means a customs duty exemption granted by the Ministry of
Commerce and Industry of Qatar or any other Competent Authority in accordance with the
applicable Legal Requirements in respect of equipment and material imported for the Project;
Day means a twenty-four (24) hour period beginning and ending at 00:00 hours;
Daily shall be construed accordingly;
Deemed Commissioning Period has the meaning given to it in Clause 6.24(a) (Deemed
Commissioning – Initial Phase);
Deep Injection Well means the deep aquifer injection facilities making up part of the
Project Assets for the disposal of TSE in accordance with the TSE Dispatch Requirements, that
shall be designed and constructed in accordance with Schedule 2 (Design and
Construction Requirements) and that shall be operated and maintained in accordance
with the requirements of this Agreement;
Defaulting Party has the meaning given to it in Clause 17.5(a) (Termination due to an Event
of Default);
Defective Metering and Monitoring Event means, in relation to any Metering and
Monitoring System, that (a) such Metering and Monitoring System is not in service, (b) any
seal on a metering device constituting part of that Metering and Monitoring System is found
to be broken, or (c) a metering device constituting part of that Metering and Monitoring
System fails to register or, upon testing, is found to vary by more than the Metering Threshold;
Defects Liability Period means period commencing on the Project Commercial Operation
Date and ending in the expiry of defects liability period under the EPC Contract, which defects
liability period shall conform to the requirement specified in section 11 of Schedule 23 (EPC
Term Sheet);
Design Management Plan means the plan with respect to design prepared by the Project
Company for submission to Ashghal in accordance with section 2.2.1 of Schedule 9
(Reporting and Submission Requirements);
Detailed Project Report means the report setting out how the Project Company intends to
design the Project Assets, prepared and submitted by the Project Company in accordance with
section 2.2.2 of Schedule 9 (Reporting and Submission Requirements);
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EXECUTION VERSION
Development Security means the irrevocable and unconditional bank guarantee (and any
replacement thereof) in an amount equal to ten percent (10%) of the EPC Contract Price issued
by a bank or banks licensed to do business in Qatar acceptable to Ashghal in the form set out
in Schedule 18 (Form of Development Security) in favour of Ashghal;
Dewatered Sludge Cake means mechanically dewatered Sludge obtained from the STW
Facilities by the Sludge Dewatering Unit, which complies with the specification of Sludge as
set out in section 3.2.1 of Schedule 6 (Guaranteed Output Performance Requirements);
Direct Agreement means the agreement substantially in the form set out in Schedule 20
(Form of Direct Agreement);
Disposal Management Plan means the plan for disposal from the Project Site prepared
and submitted by the Project Company pursuant to section 3.2.4 of Schedule 9 (Reporting
and Submission Requirements) and in accordance with section 2.4 of Schedule 4
(Service Requirements);
Dispute means a dispute, controversy, difference or Claim between the Parties arising out of
or in relation to this Agreement;
Disputed Amount has the meaning given to it in Clause 10.5(a)(i) (Disputed Payments);
Disputed Obligation means any dispute, by a Qatari Party, of the requirement to comply
with an obligation expressed to be assumed by such Qatari Party in any Relevant Document
on the basis that such obligation is illegal, invalid, void, voidable or unenforceable under the
applicable Legal Requirements;
Diversion Metering System means the metering systems used to measure the volume of
Influent or TSE released to a Diversion Outflow;
Diversion Outflow means (as the context dictates) the Primary Treatment Diversion
Outflow, the Secondary Treatment Diversion Outflow, Tertiary Treatment Diversion Outflow
or the TSE Diversion Outflow;
Effective Date means the date of this Agreement (as written above);
Electricity Delivery Point means the point at which electricity is to be delivered to the
Project Assets in accordance with the provisions of this Agreement as set out in Schedule 2
(Design and Construction Requirements);
Electricity Metering Station means the electricity metering system installed, or to be

installed, at each Electricity Delivery Point to measure the consumption of electricity of the
Project Assets;
Electricity Payment has the meaning given to it in sections 2 and 3 of Schedule 11

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EXECUTION VERSION
Electricity Supply Failure means any disruption in the supply of electricity in accordance
with the Bulk Supply Agreement needed to start-up, test, commission or operate the Project
Assets, but only if and to the extent that such disruption materially adversely affects the ability
of the Project Company to start-up, test, commission or operate the Project Assets in
accordance with Good Utility Practice, and such disruption is not the direct or indirect result
of a breach by the Project Company (or its Contractors) of its obligations under the
Consultancy Services Agreement or the Bulk Supply Agreement;
Emergency Storm Lagoons means the lagoons that will receive Primary Treatment
Diversion Outflow during an Influent Excuse Event, or any other emergency purpose agreed
in writing with Ashghal, and that shall divert flows back to the STW Facilities for treatment,
that shall be designed and constructed in accordance with Schedule 2 (Design and
Emergency Storm Lagoons Pump Station means the pump facilities that return the
flows from the Emergency Storm Lagoons to the Flow Reception Chamber, that shall be
designed and constructed in accordance with Schedule 2 (Design and Construction
Requirements) and that shall be operated and maintained in accordance with the
requirements of this Agreement;
Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, third-party right or interest, other encumbrances or security
interest of any kind or any other type of preferential arrangement (including a title transfer or
retention arrangement) having similar effect and Encumber shall be construed accordingly;
Environmental Condition means a condition or circumstance resulting from one or more

related actions, omissions or events creating or giving rise to:
(a) a non-compliance with any Environmental Legal Requirements;
(b) the spilling, leaking, discharge, escape or migration of or exposure to Hazardous

Substances; or
(c) pollution, contamination, damage or harm of or to the environment or Project

Assets,
which condition or circumstance:
(i) is not in compliance with, or is required to be remedied under, Environmental Legal

Requirements;
(ii) gives rise to a liability under any Environmental Legal Requirements; or
(iii) results in a loss arising from an exposure to any Hazardous Substances;
Environmental Deductions has the meaning given to it in sections 2 and 3 of Schedule 11

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EXECUTION VERSION
Environmental Legal Requirement means any applicable Legal Requirements relating

to the protection of the environment or harm to, or the protection of, human, animal or plant
life, the air, or to any water body or system (including, for the avoidance of doubt, any
applicable Legal Requirements relating to obligations for monitoring, investigation and
abatement in respect of the foregoing);
Environmental Persistent Breach Event means each of:
(a) Environmental Persistent Breach Event – Noise;
(b) Environmental Persistent Breach Event – Odour; and
(c) Environmental Persistent Breach Event – By-Products, and
(d) Environmental Persistent Breach Event – Air Emissions,
provided however that no Environmental Persistent Breach Event will be deemed to have
occurred where the occurrence is the result of an Influent Excuse Event, Ashghal Risk Event
or a Force Majeure Event;
Environmental Persistent Breach Event – Air Emissions means the air emissions at
any of the stationary combustion sources as measured pursuant to Schedule 7 (Metering
and Monitoring Requirements), that breach any of the requirements as set out in section
4.2 of Schedule 6 (Guaranteed Output Performance Requirements) at any time in a
Day for the period set out in Attachment C of Schedule 11 (Payment Mechanism);
Environmental Persistent Breach Event – By-Product means, for each Day in each
Billing Period, where:
(a) a By-Product (other than Sludge) as measured on a Daily average basis at the
relevant By-Product Delivery Point by the relevant Metering and Monitoring System
in accordance with Schedule 7 (Metering and Monitoring Requirements), on
such Day, exceeds the permitted specification set out in Schedule 6 (Guaranteed
Output Performance Requirements); or
(b) non-beneficial Sludge is delivered to the relevant By-Product Delivery Point or

removed from STW Facilities Site or when Grit or screenings daily quality testing
indicates non-compliance with the permitted specification set out in Schedule 6
(Guaranteed Output Performance Requirements); or
(c) the Project Company fails to comply with disposal of Fine Screenings, Grit,
Dewatered Sludge Cake, coarse screenings and rubbish as per the Disposal
Management Plan in accordance with section 6 of Schedule 6 (Guaranteed
Output Performance Requirements);
Environmental Persistent Breach Event – Noise means, for each Day in each Billing
Period, where the noise at the STW Facilities Site as measured at the relevant Metering and
Monitoring System in accordance with Schedule 7 (Metering and Monitoring
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EXECUTION VERSION
Requirements), on such Day, exceeds the permitted specification set out Schedule 6
(Guaranteed Output Performance Requirements) for the period set out in Appendix
C of Schedule 11 (Payment Mechanism);
Environmental Persistent Breach Event – Odour means the odour (including

measurement of H2S) at the STW Facilities Site as measured at the relevant Metering and
Monitoring System in accordance with Schedule 7 (Metering and Monitoring
Requirements) at any time on such Day, exceeds the permitted specification set out in
Schedule 6 (Guaranteed Output Performance Requirements) for the period set out in
Appendix C of Schedule 11 (Payment Mechanism);
Environmental Persistent Breach Rectification Plan has the meaning given to it in

Clause 8.4 (Monthly Operations and Maintenance Reporting Obligations);
Environmental Standards means those standards set out in Part 5 of Schedule 2 (Design
and Construction Requirements);
EPC Contract means the lump sum turnkey contract to be entered into between the Project
Company and the EPC Contractor for, as applicable, the design, engineering, procurement,
manufacture, factory testing, transportation, construction, erection, installation, completion,
testing, commissioning and warranty of the Initial Phase in accordance with Schedule 2
(Design and Construction Requirements), which shall contain the minimum terms
specified in the EPC Contract Term Sheet at Schedule 23 (EPC Term Sheet), and the
delivery of which, in a form and substance acceptable to Ashghal, shall be a Condition
Precedent to the Closing Date in accordance with Schedule 13 (Conditions Precedent);
EPC Contract Price means the contract price payable to the EPC Contractor pursuant to
the EPC Contract, being QAR 2,179,829,656 (two billion one hundred seventy nine million
eight hundred twenty nine thousand six hundred and fifty six Qatari riyals) at the Effective
Date;
EPC Contractor means the joint and several unincorporated joint venture comprised of
Metito (Overseas) Limited, Calik Enerji Sanayi Ve Ticaret A.S and Elegancia Group;
Equator Principles means the standards, principles and guidelines drafted by the Equator
Principles Association and adopted by financial institutions, dated June 2013, and which may
be reviewed, amended and supplemented from time to time;
Equity means the capital of the Project Company attributable to its Shareholders in respect
of their investment in the Project Company, including (a) the Share Capital of the Project
Company held by the Shareholders through their share capital investment in that Project
Company, and (b) debt funding provided by a Shareholder (or its Affiliate) to the Project
Company (including Equity Bridge Loans), which are subordinated in a manner acceptable to
the Financing Parties to any indebtedness for borrowed money incurred by the Project
Company under the Financing Documents;
Equity Bridge Loan means a loan, other than Senior Debt, subordinated to Senior Debt,
provided by any bank to the Project Company to fund the Shareholders' Equity contributions,
Page 24
EXECUTION VERSION
repayable in full on or before the Project Commercial Operation Date, and supported by
Shareholder guarantees or acceptable Shareholder procured credit support and without
recourse to the assets or security of the Project;
Equity Financing Documents means any financing document relating to an Equity Bridge
Loan including (a) any interest rate hedging relating thereto; and (b) any guarantee or letter
of credit supporting the Project Company's or the Shareholders' obligations thereunder;
Event of Default means, as the context requires, a Project Company Event of Default or a
Ashghal Event of Default;
Event of Loss means an event that causes all or a portion of the Project Assets to be damaged,
destroyed or rendered unfit for normal operation in accordance with this Agreement;
Exempt Financing has the meaning given to it in Schedule 10 (Refinancing);
Expansion Notice means a written notice served by Ashghal on the Project Company;
Expansion Options means either a Project Company Expansion Option or a Third Party
Expansion Option;
Expansion Phase means an expansion to the Initial Phase as further described in Schedule
2 (Design and Construction Requirements), which may be instructed by Ashghal in
accordance with Clause 7 (Expansion Option) of this Agreement pursuant to an Expansion
Notice;
Expansion Scope means the size of the Expansion Phase as determined by Clause 7.2
(Expansion Notice) to enable an additional capacity of up to 450,000 m 3/Day to the Initial
Phase;
Failed Output Day relates to performance during the Commercial Operation Testing and
has the meaning given to it in section 5.2 of Schedule 3 (Acceptance and Availability Test
Requirements);
Failed Sludge Day has the meaning given to it in section 3.2.1 of Schedule 6 (Guaranteed
Failed TSE Day has the meaning given to it in section 2 of Schedule 6 (Guaranteed
Final Handback Inspection means the inspection carried out by or on behalf of Ashghal,
after the Initial Handback Inspection and at the time set out in the Handback Transition Plan,
of the condition of the Project Assets;
Final Handback Report means the report generated by or on behalf of Ashghal in

accordance with Clause 18 (Handback) and section 3 of Schedule 8 (Handback
Requirements) after the Final Handback Inspection and such report will set out the updated
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EXECUTION VERSION
position on the Initial Handback Report and any new information from the Final Handback
Inspection;
Financial Closing means Financing Documents covering one hundred percent (100%) of
the total capital cost of the Project as the same relates to the Initial Phase, other than the
amount to be funded by Equity shall have been signed and are in full force and effect and
funds are committed and available to be drawn thereunder;
Financial Model means the financial model in Microsoft Excel electronic format and named
“Al Wakra and Al Wukair STP_Financial Model- Base”.xlsm provided by the Project Company
to Ashghal on CD-ROM and co-signed by duly authorized signatories of the Project Company
and Ashghal on the Effective Date and which may be audited by an internationally recognized
auditing firm appointed by Ashghal prior to the Closing Date and which shall be updated as
at Financial Closing in respect of the financing and updated for each Qualifying Refinancing
in respect of such Qualifying Refinancing and otherwise adjusted to the extent expressly
permitted or required by this Agreement, in each case being a complete and accurate reflection
of the financing of the Project;
Financing Documents means, other than any Equity Financing Document, any and all loan
agreements, letters of credit used to fund the debt service reserve account, notes, bonds,
indentures, security agreements, direct agreements, assignments and acknowledgements,
registration or disclosure statements, subordination agreements, mortgages, deeds of trust,
credit agreements, intercreditor agreements, note or bond purchase agreements, hedging
agreements, participation agreements, Islamic finance documents (including any agreements
relating to a wakala, ijara, istisna, services agency agreement, forward lease, asset agency or
participation agreements) and other documents entered into by the Project Company relating
to the financing of the Project and the refinancing thereof provided by any Financing Party,
including any modifications, supplements, extensions, renewals and replacements of any such
financing or refinancing;
Financing Party means any person providing debt, letters of credit used to fund the debt
service reserve account, Islamic finance, hedging facilities, bond or capital market financing
or refinancing (including any export credit loans) under the Financing Documents, and their
permitted successors and assigns, including any agent or trustee for such person, but
excluding a Shareholder or its Affiliate with respect to indebtedness constituting Equity or
Shareholder Loans and the lenders in respect of an Equity Financing Document;
Fine Screenings means objects in the Influent such as rags, plastics, sticks, rocks and other
debris that are usually of non-faecal origin and are retained when the Influent is passed
through a fine screens as part of the preliminary treatment within STW Facilities, which the
Project Company is obligated under this Agreement to ensure is of a quality in accordance
with Schedule 6 (Guaranteed Output Performance Requirements);
First Amendment Agreement means the amendment agreement to be entered into by the
Parties pursuant to Clause 3.4 (Post-Closing), substantially in the form set out in Schedule 28
(Amendment Agreement) and setting out any agreed amendments to this Agreement
resulting from the approved hedging transactions entered into at the Financial Closing;
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EXECUTION VERSION
Fixed O&M Cost Recovery Charge Rate means the value “FOMRP” under and as defined
in Section 1 of Appendix A of Schedule 11 (Payment Mechanism);
Fixed O&M Payment has the meaning given to it in sections 2 and 3 of Schedule 11
Flow Meters means the flow meters installed at the Metering and Monitoring Systems as
described in Schedule 7 (Metering and Monitoring Requirements);
Flow Reception Chamber means the structure comprising part of the STW Facilities that
receives the flows from the Pump Shaft and Tanker Reception Facility, to blend and distribute
the downstream preliminary treatment facilities, that shall be designed and constructed in
accordance with Schedule 2 (Design and Construction Requirements) and that shall be
operated and maintained in accordance with the requirements of this Agreement;
FOG means fats, oils and grease;
Force Majeure Event has the meaning given to it in Clause 15.1 (Force Majeure Event);
Future Development Site means the portion of the Project Site on which the Expansion
Phase facilities may be developed, as indicated in Schedule 1 (Project Site);
Future Pump Shafts means the pump shafts that will be constructed as part of the
Expansion Phases for purposes of receiving a proportion (based on the relative capacity of the
Initial and Expansion Phases) of the coarse screened sewage from the Screen Shaft, in the
event that Ashghal elects to undertake the Expansion Phases;
Good Utility Practice means those practices, methods, equipment, specifications and
standards of safety and performance (as may change from time to time) employed by
experienced international contractors or operators in the wastewater industry engaged in the
same type of undertaking under the same or similar circumstances and conditions, which in
the exercise of reasonable judgement in light of the facts known at the time the judgement was
made, are considered good, safe and prudent practice commensurate with standards of safety,
performance, dependability, efficiency and economy;
Government means the government of Qatar;
Government Guarantee means the government guarantee agreement between the

Ministry of Finance and the Project Company substantially in the form set out in Schedule 16
(Form of Government Guarantee);
Grit means the inert material in the Influent, usually of non-faecal origin such as sand or
similar, having high specific gravity and removed from the Influent as sediment by-product
when the Influent is passed through a grit removal plant as part of the preliminary treatment
within the STW Facilities, which the Project Company is obligated under this Agreement to
ensure is of a quality in accordance with Schedule 6 (Guaranteed Output Performance
Requirements);
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EXECUTION VERSION
Guaranteed Output Performance Requirements has the meaning set forth at Schedule
6 (Guaranteed Output Performance Requirements);
H2S means hydrogen sulfide;
Handback Certificate means as set out in section 5 of Schedule 8 (Handback

Requirements);
Handback Conditions means as at the Termination Date that the Project Assets will be in
a condition of repair, cleanliness and appearance that is consistent with the standards
required in this Agreement including inter alia with regard to the Equipment Evaluation,
Functionality Evaluation and Structural Integrity Evaluation as further set out in section 5 of
Schedule 8 (Handback Requirements);
Handback Entity means Ashghal, a Replacement Operator or any other person designated
by Ashghal or such Replacement Operator (as the case may be);
Handback Period means the period beginning on the Handback Period Commencement
Date and ending on the date on which the Project Company has transferred (free and clear of
all Encumbrances) all of the Project Company's rights, title and interest in the Project Assets
to the Handback Entity;
Handback Period Commencement Date means the date which is two (2) years prior to
the twenty fifth (25th) anniversary of the Project Commercial Operation Date;
Handback Security means the irrevocable, on-demand and unconditional bank guarantee
(and any replacement thereof) in an amount to be determined under clauses 18.5 (Handback
Security and Handback Transition Fund) or 18.6(d)(ii)(A) (Handback Works) issued by a
bank or banks licensed to do business in the State of Qatar acceptable to Ashghal in the form
set out in Schedule 29 (Form of Handback Security) in favour of Ashghal;
Handback Security Amount has the meaning given to it in Clause 18.5(a) (Handback
Security and Handback Transition Fund);
Handback Surveys means the three surveys completed by the Project Company further
details of which are set out in Clause 18 (Handback) and in Schedule 8 (Handback
Requirements);
Handback Testing Plan means as set out in section 4 of Schedule 8 (Handback

Requirements);
Handback Testing Report shall mean a report prepared by the Project Company for the
results of the testing the subject of the Handback Testing Plan all as set out in Schedule 8
(Handback Requirements);
Handback Tests means the tests as set out in section 4.1.2 of Schedule 8 (Handback
Requirements);
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EXECUTION VERSION
Handback Training means the training provided by the Project Company to the employees
of the Handback Entity pursuant to section 4.2 of Schedule 8 (Handback Requirements);
Handback Transition Fund means a fund to be established by Ashghal using the money
collected pursuant to Clause 18 (Handback);
Handback Transition Plan means the plan to be prepared by the Project Company and
approved by Ashghal in accordance with Clause 18 (Handback) to include as a minimum the
information set out in section 1.2 of Schedule 8 (Handback Requirements) with the full
list of information to form part of this plan to be agreed with Ashghal;
Handback Works means the works of renewal, reconstruction, repair or reinstatement

required to be carried out on the Project Assets in order for the Project Assets to satisfy the
Handback Conditions;
Handback Works Amount means an estimate of the costs of carrying out the Handback
Works;
Handback Works Report means the portion of the Final Handback Report prepared after
the Final Handback Inspection, including details of the defects, repairs and or maintenance
to be carried out by Project Company along with the estimated value of asset replacement or
refurbishment requirements to bring them into at least performance grade as set out in
Schedule 8 (Handback Requirements);
Hazardous Substances means any solid, liquid or gaseous material, substance, constituent,
chemical, mixture, raw material, intermediate product or by-product which are defined as
"hazardous wastes", "hazardous materials", "toxic substances" or "toxic pollutants" under, or
are otherwise regulated by, Environmental Legal Requirements;
HAZOP and CHAZOP Study Report means the reports prepared and submitted by the
Project Company to Ashghal in accordance with section 2.2.10 of Schedule 9 (Reporting and
ICC Centre has the meaning given to it in Clause 23.2(b) (Independent Expert);
ICC Rules has the meaning given to it in Clause 23.3(c) (Arbitration);
Improvement Notice has the meaning given to it in Clause 5.14(f)(ii)(A) (Availability

Testing);
Increased Costs means any costs or expenses relating to the Project that are incurred or
suffered by the Project Company, resulting from, or otherwise attributable to, any
circumstance described in Clause 16.1 (Claim for Increased Costs or Savings), and not
otherwise covered by the receipt of insurance proceeds, which costs and expenses may include
one or more of:
(a) capital costs;
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EXECUTION VERSION
(b) costs and expenses in respect of the design, engineering, procurement, manufacture,
construction, commissioning, testing and Completion of the Project Assets;
(c) financing costs;
(d) costs of operation and maintenance;
(e) costs of Taxes imposed on or payable by the Project Company; and
(f) reduction in the revenue received by the Project Company;
Independent Expert has the meaning given to it in Clause 23.2(a) (Independent Expert);
Influent means all wastewater (including inflow and infiltration) that is conveyed to the
Projects Assets via the Influent Delivery Points;
Influent Delivery Points means either of the TPS or the Tanker Reception Facility, to be
designed and constructed by the Project Company in accordance with Schedule 2 (Design
and Construction Requirements) and through which Influent shall be delivered to the
STW Facilities;
Influent Excuse Event means one or more of:
(a) a Peak Influent Event;
(b) an Off Specification Influent Event;
(c) a Polluted Influent Event;
(d) an Influent Excuse Event - Odour, as defined at section 2.3, Schedule 5

(Influent Quantity and Quality Parameters) with respect to Influent odour
quality as described therein; and
(e) an Influent Excuse Event – Sludge, as defined in Schedule 5 (Influent

Quantity and Quality Parameters), with respect to Influent sludge quality as
described therein;
Influent Excuse Event Payment has the meaning given to it in sections 2 and 3 of
Schedule 11 (Payment Mechanism);
Influent Metering and Monitoring System means the specific Metering and Monitoring
Systems (including Flow Meters and back-up Flow Meters) to be installed upstream of the
inlet works to measure the quantity and quality of Influent received at the STW Facilities, both
via the MTS and at the Tanker Reception Facility in accordance with Schedule 2 (Design and
Construction Requirements) and Schedule 7 (Metering and Monitoring
Requirements);
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EXECUTION VERSION
Influent Specification means the minimum and maximum required concentrations of

certain defined parameters in the Influent received at the Influent Delivery Points as set out
in section 3.2 of Schedule 5 (Influent Quantity and Quality Parameters);
Initial Availability Test has the meaning given to it in Clause 5.14(d) (Availability Testing);
Initial Handback Inspection means the initial inspection carried out by or on behalf of
Ashghal of the Project Assets to:
(a) inspect the condition of the Project Assets;
(b) review the operational and maintenance records of the Project Assets for the
previous two (2) years; and
(c) access and review the measurements provided by the Project Assets instrumentation
as well as additional portable instrumentation, but will not be permitted to interfere
with the normal operation and maintenance of the Project Assets;
Initial Handback Report means the report generated by or on behalf of Ashghal in

accordance with Clause 18 (Handback) after the Initial Handback Inspection which will set
out:
(a) the Handback Works which are required to be carried out;
(b) the time period within which such Handback Works are required to be carried out;
and
(c) the Handback Works Amount;
Initial Phase means the 150,000m3/d STW Facilities in Al Wakra Municipality, Qatar, as
more fully described in Schedule 2 (Design and Construction Requirements) to be built,
owned and operated and maintained by the Project Company on the STW Facilities Site;
Inspection and Testing Plan means the plan for Acceptance Tests prepared and submitted
by the Project Company to Ashghal in accordance with section 2.2.16 of Schedule 9
Insurance Policies has the meaning given to it in Clause 14.1(a) (Insurance Policies);
Intellectual Property Rights means any and all patents, trademarks, service marks,
copyright, database rights, moral rights, rights in a design, know-how, confidential
information and all or any other intellectual or industrial property rights whether or not
registered or capable of registration and whether subsisting in the State of Qatar or any other
part of the world together with all or any goodwill relating or attached thereto which is created,
brought into existence, acquired, used, or intended to be used by the Project Company, its
officers, servants, agents, Affiliates and Contractors but excluding intellectual property rights
licensed to the Project Company from a Third Party that meet both of the following criteria:
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EXECUTION VERSION
(a) although used in the Project Assets, the intellectual property rights are not licensed
to the Project Company for that specific purpose (e.g., standard software licenses);
and
(b) a license for the intellectual property rights is generally available to Ashghal from
other suppliers or licensors;
Invoice has the meaning given to it in 0 (Invoicing and Payment Procedure);
Invoicing Party has the meaning given to it in Clause 10.5(a)(i) (Disputed Payments);
Kahramaa means Qatar General Electricity and Water Company;
Kahramaa Facilities means the 132/11 KV substation and 132 kV underground line and all
ancillary and auxiliary equipment, as more specifically described in Schedule 2 (Design and
Construction Requirements), to be constructed and transferred directly by the Project
Company to Kahramaa in accordance with this Agreement, the Consultancy Services
Agreement and the Bulk Supply Agreement;
Kahramaa Facilities Final Acceptance Certificate has the meaning given to it in Clause
6.9(b)(ii) (Kahramaa Facilities Provisional Acceptance Date and Final Acceptance Date);
Kahramaa Facilities Final Acceptance Date means the date determined in accordance
with Clause 6.9(b)(ii) (Kahramaa Facilities Provisional Acceptance Date and Final Acceptance
Date);
Kahramaa Facilities Payment has the meaning given to it in sections 2 and 3 of Schedule
Kahramaa Facilities Performance Tests means the tests to be carried out pursuant to
section 5 of Schedule 3 (Acceptance and Availability Test Requirements);
Kahramaa Facilities Provisional Acceptance Certificate means the certificate to be

issued on completion of the Kahramaa Facilities Performance Tests;
Kahramaa Facilities Provisional Acceptance Date means the date determined

pursuant to Clause 6.9(b)(i) (Kahramaa Facilities Provisional Acceptance Date and Final
Acceptance Date);
Kahramaa Facilities Site means the area upon which the Kahramaa Facilities are to be
constructed as more specifically delineated in Schedule 1 (Project Site);
Late Payment Rate means, in relation to any payment, a rate of commission per annum
that is two percent (2%) greater than the Secured Overnight Financing Rate for three-month
compounded USD overnight deposits, as published by the Federal Reserve Bank of New York
on the Day immediately succeeding the due date for the relevant payment (or such other
reasonable alternative base rate if the Secured Overnight Financing Rate for three-month
compounded USD overnight deposits is not available, as determined by Ashghal);
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EXECUTION VERSION
Law means any decree, resolution, statute, act, order, rule, ordinance, law, decision, code,
regulation (including any implementing regulation), judgments (of all applicable courts and
tribunals), licence, treaty or directive (to the extent having the force of law) or any
interpretation by a Competent Authority having jurisdiction over the matter in question, as
enacted, introduced or promulgated by any Competent Authority having jurisdiction over the
matter in question, including any amendments, modifications, replacements or
re-enactments thereof and laws shall be construed accordingly;
Lead Developer means Metito Utilities Limited;
Legal Requirements means all Laws and Approvals;
Long-Stop Date means, for the Initial Phase, the date that is one hundred and eighty (180)
Days after the Scheduled Project Commercial Operation Date;
m3/d means, with respect to the measurement of Influent and TSE, cubic meters of Influent
or TSE, as the case may be, per Day;
Main Trunk Sewer or MTS means the main trunk sewer conveying sewage to the Project
Assets;
Major Equipment means all equipment with an installed value of one hundred thousand
Qatari Riyals (QAR 100,000.00) or more;
Metering and Monitoring Systems means all metering and monitoring systems as
detailed in table 1 in section 1 of Schedule 7 (Metering and Monitoring Requirements)
with additional detail provided in Schedule 7 (Metering and Monitoring Requirements)
as the context may require;
Metering Threshold means, in relation to the Flow Meters plus or minus two percent
(+/- 2%) from the measurement made by the standard meter used in a test of such meters;
Ministry of Finance means the Ministry of Finance of the State of Qatar;
Month means a calendar month beginning at 00:00 hours on the first Day of the month and
ending at 23:59 hours on the last Day of the month;
Monthly Operating Reports means the monthly reports prepared by the Project Company
for submission to Ashghal in accordance with section 3.2.15 of Schedule 9 (Reporting and
MTS Contractor means the third party who will construct the portion of the MTS
connecting to the Screen Shaft, as set out in part 1 of Schedule 2 (Design and Construction
Requirements);
Multi-purpose Lagoons means the lagoons that will receive the Secondary Treatment
Diversion Outflow, Tertiary Treatment Diversion Outflow and overflow from the Emergency
Storm Lagoons, that shall be designed and constructed in accordance with Schedule 2
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EXECUTION VERSION
(Design and Construction Requirements) and that shall be operated and maintained in
accordance with the requirements of this Agreement;
Multi-purpose Lagoons Pump Station means the pump facilities that return the flows
from the Multi-purpose Lagoons to the Flow Reception Chamber, that shall be designed and
constructed in accordance with Schedule 2 (Design and Construction Requirements)
and that shall be operated and maintained in accordance with the requirements of this
Agreement;
Natural Force Majeure Event has the meaning given to it in Clause 15.2 (Natural Force
Majeure Event);
No Objection means that the Project Company may proceed on the basis of the submission
receiving the response from Ashghal, but does not convey Ashghal approval or acceptance of
liability in any way with respect to the content of the submission;
Non-Defaulting Party has the meaning given to it in Clause 17.5(a) (Termination due to an
Event of Default);
Notice of Intent to Terminate has the meaning given to it in Clause 17.5(a) (Termination
due to an Event of Default);
Odour Control Facility means the independent equipment and technology comprising part
of the Terminal Pump Station which is used to treat residual odours air from the Terminal
Pump Statin and the MTS;
Odour Management Plan means the plan for the management of odour at the Project Site
outlined in part 5 of Schedule 2 (Design and Construction Requirements), prepared,
submitted and updated pursuant to Schedule 9 (Reporting and Submission
Requirements) and in line with requirements set out in Schedule 4 (Service
Requirements) and any other obligations set out elsewhere in the Agreement;
Off Specification By-Products means any By-Product (other than FOG) delivered to the
By-Product Delivery Point determined by composite samples to be outside any of the specific
parameter values for the relevant By-Product given in section 3 of Schedule 6 (Guaranteed
Off Specification Influent means Influent determined by composite samples, on an

average basis per Day as collected pursuant to section 2 of Schedule 7 (Metering and
Monitoring Requirements), to be outside any of the specific parameter values given in
section 3 of Schedule 5 (Influent Quantity and Quality Parameters);
Off Specification Influent Event means the delivery to the Influent Delivery Points of Off
Specification Influent including inter alia
(a) as defined in section 3.2, Schedule 5 (Influent Quantity and Quality

Parameters), with respect Influent sewage quality; and
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EXECUTION VERSION
(b) as defined in section 3.3, Schedule 5 (Influent Quantity and Quality

Parameters), which specifies the parameters for a Polluted Influent Event;
Off Specification TSE means TSE where any TSE parameter (as determined by the relevant
sampling method on an average Daily basis) does not satisfy the applicable specification set
out in Schedule 6 (Guaranteed Output Performance Requirements);
O&M means operation and maintenance;
O&M Contract means the agreement between the Project Company and the O&M
Contractor for the management, operation, maintenance and repair of the Project Assets in
accordance with Schedule 4 (Service Requirements), which shall contain the minimum
terms specified in the O&M Contract Term Sheet at Schedule 24 (O&M Term Sheet), and
the delivery of which, in a form and substance acceptable to Ashghal, shall be a Condition
Precedent to the Closing Date in accordance with Schedule 13 (Conditions Precedent);
O&M Contractor means the joint venture consortium formed by the Lead Developer, Al
Attiya Motors and Trading Co. WLL and Gulf Investment Corporation G.S.C;
O&M Contractor Support Guarantee means a guarantee in favour of the Project

Company from a creditworthy entity that Controls the O&M Contractor;
Operation and Maintenance Plan has the meaning given to it in Clause 8.2 (Operation
and Maintenance Plan) and section 3.2.1 of Schedule 9 (Reporting and Submission
Requirements);
Other Deductions has the meaning given to it in section 3.4 (Other Deductions) of Schedule
Output Adjustment Period has the meaning given to it in Clause 11.3 (Defective Metering
and Monitoring Event);
Output Payment has the meaning given to it in Clause 10 (Invoicing and Payment) and
Parties means Ashghal and the Project Company and Party means either of them;
Payment Date has the meaning given to it in Clause 10.3 (Payment Date);
Peak Capacity of Pump Shaft means the contracted peak design capacity of the Pump
Shaft (expressed in m3/Day) which the Project Company commits to provide, being, 300,000
m3/Day as specified in Table 2 of Schedule 5 (Influent Quantity and Quality
Parameters);
Peak Capacity of Screen Shaft means the contracted peak design capacity of the Screen
Shaft (expressed in m3/Day) which the Project Company commits to provide, being,
1,200,000 m3/Day as per the design flows specified in Table 1 of Schedule 5 (Influent
Quantity and Quality Parameters);
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EXECUTION VERSION
Peak Capacity of STW Facilities means the contracted peak design capacity of the STW
Facilities (expressed in m3/Day) which the Project Company commits to provide, being
300,000 m3/Day as specified in Table 5 of Schedule 5 (Influent Quantity and Quality
Parameters);
Peak Capacity of TSE Pump Station means the contracted peak capacity of the TSE Pump
Station to dispose TSE generated from STW Facilities and partial flows from sewage treatment
facilities under Expansion Phases as specified in Table 4 of Schedule 5 (Influent Quantity
and Quality Parameters);
Peak Influent Event means:
(a) as defined at section 2.2, Schedule 5 (Influent Quantity and Quality

Parameters), with respect to the volume of Influent sewage flows from Screen
Shaft to Pump Shaft as measured by the Metering and Monitoring System; and
(b) as defined at section 2.4, Schedule 5 (Influent Quantity and Quality

Parameters), with respect to the volume of TSE flows from the Project and the
Expansion Phases as measured by the Metering and Monitoring System; and
(c) as defined at section 3.1, Schedule 5 (Influent Quantity and Quality

Parameters), with respect to the volume of Influent sewage flows to STW Facilities
from Pump Shaft and Tanker Reception Facility as measured by the Metering and
Monitoring System; and
(d) a Peak Influent Event – Screen Shaft;
Peak Influent Event – Screen Shaft means on any given Day if the peak Influent sewage
flows to the Screen Shaft from the MTS as measured by the Metering and Monitoring System
exceeds the peak value specified for the Project flows, set out in Table 1, Schedule 5 (Influent
Performance Security means the irrevocable and unconditional bank guarantee (and any
replacement thereof), which shall be subject to renewal on annual basis and should be equal
to the sum of 12 Months of O&M costs of the Project, issued by a bank or banks licensed to do
business in Qatar acceptable to Ashghal in the form set out in Schedule 21 (Form of
Performance Security)in favour of Ashghal;
Political Force Majeure Event has the meaning given to it in Clause 15.3 (Political Force
Majeure Event);
Polluted Influent means Influent that, as monitored by the Metering and Monitoring
System (or other means) and determined by sampling has pollutants exceeding the
parameters as set out in Table 10, section 3.3, Schedule 5 (Influent Quantity and Quality
Parameters);
Polluted Influent Event means the delivery to the Influent Delivery Points of Polluted
Influent;
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EXECUTION VERSION
Position Notice has the meaning given to it in Clause 23.2(b) (Independent Expert);
Pre-payment Costs has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Primary Treatment means the treatment of the Influent by mechanical means including
by use of fine screens, Grit separation and FOG removal as described in more detail in
Schedule 1 (Project Site);
Primary Treatment Diversion Outflow means the discharge point of Influent located
downstream of the Primary Treatment Systems within the STW Facilities;
Primary Treatment Systems means the physical treatment system of the STW Facilities
which is located downstream of the Terminal Pump Station and upstream of the Secondary
Treatment Facilities;
Principal Amount has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Progress Meeting Minutes means the progress meeting minutes prepared by the Project
Company each Month up to the Project Commercial Operation Date for submission to Ashghal
in accordance with Schedule 9 (Reporting and Submission Requirements);
Project means (a) the development, design, engineering, financing, permitting, insurance,
procurement, manufacturing, factory and site equipment testing, construction,
commissioning, performance acceptance testing, ownership, operation and maintenance,
handover and transfer of the Project Assets back to Ashghal at the end of the concession Term,
(b) the development, design, engineering, financing, permitting, insurance, procurement,
manufacturing, factory and site equipment testing, construction, commissioning,
performance acceptance testing and transfer of the Kahramaa Facilities to Kahramaa (c)
making available to Ashghal the Guaranteed Output Performance Requirements, and (d) all
activities incidental to any of the foregoing, in accordance with this Agreement;
Project Agreements means this Agreement, the Government Guarantee, the Consultancy
Services Agreement, the Bulk Supply Agreement, the EPC Contract, the O&M Contract, STW
Facilities Site Lease, Shared Facilities Site Land Access Agreement, the Development Security
and the Performance Security;
Project Assets means:
(a) the STW Facilities; and
(b) the Shared Facilities;
each to be designed and constructed by the Project Company in accordance with Schedule 2
(Design and Construction Requirements) and which, upon Completion and at all times
during the Commercial Operation Period, shall meet the requirements at Schedule 6
(Guaranteed Output Performance Requirements);
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EXECUTION VERSION
Project Commercial Operation Date has the meaning given to it in Clause 6.22(a)
(Completion of the Project Assets and Commercial Operation);
Project Company Event of Default has the meaning given to it in Clause 17.3 (Project
Company Event of Default);
Project Company Parties has the meaning given to it in Clause 19.2 (Indemnification by
Ashghal);
Project Engineer means a consulting engineer appointed by Ashghal to carry out the scope
of services as delegated by Ashghal;
Project Site means the area encompassing:
(a) the STW Facilities Site, which for the avoidance of doubt shall be the location of the
STW Facilities; and
(b) the Shared Facilities Site, which for the avoidance of doubt shall be the location of
the Shared Facilities; and
(c) the Kahramaa Facilities Site, which for the avoidance of doubt shall be the location
of the Kahramaa Facilities,
as further described in Schedule 1 (Project Site);
Public Health Declaration has the meaning given to it in section 3.2.18 of Schedule 9
Pump Shaft means the independent, underground structure comprising part of the
Terminal Pump Station that receives coarse screened sewage from the Screen Shaft by gravity
and convey Influent by pumping to the STW Facilities at the Flow Reception Chamber, that
shall be designed and constructed in accordance with Schedule 2 (Design and
QAR means Qatari riyals, the lawful currency of the State of Qatar;
Qatari Party means any of Ashghal, Kahramaa and the Ministry of Finance;
Qualifying Gain has the meaning given to it in Schedule 10 (Refinancing);
Qualifying Refinancing means any Refinancing that shall give rise to a Refinancing Gain
greater than zero that is not an Exempt Financing;
Quarter means each three (3) Month period commencing at 00:00 midnight on 1 January, 1
April, 1 July and 1 October in each calendar year;
Quiet Enjoyment means the ability to access and use the STW Facilities Site and, until no
longer required pursuant to Clause 4.4(a)(iii) (Access and Rights to the Project Site), the
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EXECUTION VERSION
Kahramaa Facilities Site, to implement the Project without undue interference from Ashghal
or any other third party;
Receiving Party has the meaning given to it in Clause 10.5(a) (Disputed Payments);
Recipient has the meaning given to it in Clause 24.6(b)(i) (Confidentiality);
Rectification Notice has the meaning given to it in Clause 5.5(a) (Rectification Works
following a Polluted Influent Event);
Rectification Works has the meaning given to it in Clause 5.5(a) (Rectification Works
following a Polluted Influent Event);
Refinancing means:
(a) any amendment, variation, novation, supplement or replacement of any Financing

Document;
(b) the exercise of any right, or the grant of any waiver or consent under any Financing
Document;
(c) the disposition of any rights or interests in, or the creation of any rights or interests
in respect of, the Financing Documents (other than the Equity Financing Documents)
or the creation or granting of any other form of benefit or interest in the Financing
Documents or any revenues, contracts or assets of the Project Company, whether by
way of security or otherwise; or
(d) any other arrangement put in place by the Project Company or another person which
has a similar effect to sections (a) to (c) above or which has the effect of limiting the
Project Company's ability to carry out any of (a) to (c) above,
where such action affects the economic position of the Project Company or the Shareholders
as set out in the Financial Model including (without limitation) by changing or in any way
affecting:
(a) margins, fees or other financing costs;
(b) the maturity or size of the debt;
(c) the timing or amount of any Distributions, as defined in Schedule 10

(Refinancing), or any release of any contingent equity commitments;
(d) any reserving requirements; and
(e) any requirement to provide or maintain any guarantee or security;
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EXECUTION VERSION
Refinancing Gain has the meaning given to it in Schedule 10 (Refinancing);
Refinancing Notice has the meaning given to it in Schedule 10 (Refinancing);
Relevant Document means:
(a) this Agreement;
(b) the Consultancy Services Agreement;
(c) the Bulk Supply Agreement;
(d) the Bulk Supply Direct Agreement;
(e) the Direct Agreement;
(f) the STW Facilities Site Lease;
(g) the Shared Facilities Site Land Access Agreement; and
(h) the Government Guarantee;
Replacement Operator means any person designated by Ashghal to replace the Project
Company following the termination or expiry of this Agreement;
Restoration Account has the meaning given to it in Clause 15.10(b) (Reinstatement of the
Project Assets);
Savings means any increase in revenues received by the Project Company or any savings or
reduction of costs or expenses relating to the Project resulting from, or otherwise attributable
to, any circumstance described in Clause 16.1 (Claim for Increased Costs or Savings) that is
realised by the Project Company, which cost or expenses may include one or more of (a) capital
costs, (b) financing costs, (c) costs of operation and maintenance, and (d) costs of Taxes
imposed on or payable by the Project Company;
Scheduled Closing Date means the date falling ninety (90) Days from the Effective Date,
or such other date as the Parties may from time to time agree pursuant to Clause 3.3(a) (Delay
in achieving the Closing Date);
Scheduled Maintenance Programme means the programme for scheduled maintenance

of the Project Assets prepared, submitted and implemented by the Project Company in
accordance with this Agreement, Schedule 4 (Service Requirements) and Schedule 9
Scheduled Project Commercial Operation Date means the date specified in the
Construction Programme for the achievement of the Project Commercial Operation Date, as
may from time to time be amended in accordance with this Agreement;
Schedules means the schedules to this PPPA and forming part of the Agreement;
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EXECUTION VERSION
Screen Shaft means the independent, underground structure comprising part of the
Terminal Pump Station and located at the MTS terminus in the Shared Facilities Site that
receives flows from MTS, coarse screens received flows, and (as relevant) splits flows to the
Pump Shaft and any Future Pump Shafts proportionally to installed capacities, that shall be
designed and constructed in accordance with Schedule 2 (Design and Construction
Secondary Treatment Diversion Outflow means the discharge point of Influent located
downstream of the Secondary Treatment Facilities;
Secondary Treatment Facilities means the facility that is part of STW Facilities designed
and constructed by the Project Company in accordance with Schedule 2 (Design and
Construction Requirements) including biological process, aeration system and post
settlement tanks where the wastewater is treated to a certain degree of effluent quality by
using biological process to remove dissolved and suspended organic compounds and provided
with physical phase separation to remove settleable solids;
Senior Creditor Claims has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Senior Debt has the meaning given to it in Clause 17.8(a) (Purchase Price on Termination);
Service Payments means for each Day following the Project Commercial Operation Date
during a Billing Period, collectively:
(a) the Capacity Payment;
(b) the Output Payment;
(c) the Supplemental Payment;
(d) the Other Deductions,
in each case payable in accordance with Schedule 11 (Payment Mechanism);
Services means the services to be performed by the Project Company pursuant to this
Agreement as set out in section 1.2 of Schedule 4 (Service Requirements);
Share Capital means the authorised and fully subscribed share capital of the Project
Company from time to time;
Shared Facilities means those facilities to be developed by the Project Company in

accordance with part 2 of Schedule 2 (Design and Construction Requirements) and
operated and maintained in accordance with this Agreement, namely
(a) the Terminal Pump Station (TPS); and
(b) the TSE Pump Station;
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EXECUTION VERSION
Shared Facilities Agreement means the agreement containing at a minimum the material
terms enumerated at Schedule 25 (Shared Facilities Agreement Term Sheet) to be
entered into between Ashghal, Project Company, and a relevant Third Party in the event that
Ashghal exercises a Third Party Expansion Option in accordance with Clause 7.2 (Expansion
Notice) of this Agreement;
Shared Facilities Site means the area identified as such in Schedule 1 (Project Site), to
which rights shall be granted to the Project Company by Ashghal in accordance with Schedule
15 (Shared Facilities Site Land Access Agreement) and where the Project Company
shall construct the Shared Facilities in accordance with this Agreement;
Shared Facilities Site Land Access Agreement or Land Access Agreement means
the agreement at Schedule 15 (Shared Facilities Site Land Access Agreement) entered
into between Ashghal and the Project Company whereby Ashghal shall grant the Project
Company and its employees, Contractors and designees a non-exclusive easement upon the
Shared Facilities Site from the Closing Date until the end of the Term;
Shareholder means the holder of Share Capital or Equity in the Project Company from time
to time and Shareholders shall be construed accordingly;
Shareholder Contributions has the meaning given to it in Clause 17.8(a) (Purchase Price
on Termination);
Shareholder Equity Commitments has the meaning given to it in Clause 17.8(a)

(Purchase Price on Termination);
Shareholder Loans means a loan made to the Project Company by a Shareholder;
Shareholders’ Agreement means the Shareholders’ Agreement dated on or before the

Closing Date and entered into by the Shareholders;
Shares means the shares representing in aggregate 100% of the Share Capital;
Sludge means, the digested and dewatered sludge expressed in Kgs/Day generated from
Sludge Treatment Facilities;
Sludge Dewatering Unit or SDU means the dewatering unit for Sludge, as specified in
Schedule 2 (Design and Construction Requirements);
Sludge Treatment Facilities means facilities to receive, store and treat Sludge, designed
and constructed in accordance with Schedule 2 (Design and Construction
Staff means person hired by or seconded to the Project Company (not being subcontractors)
in relation to the operation and maintenance of the Project Assets;
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EXECUTION VERSION
STW Facilities means those facilities to be developed by the Project company in accordance
with part 2 of Schedule 2 (Design and Construction Requirements) to this Agreement
and operated and maintained in accordance with this Agreement, namely
(a) Liquid Treatment Facilities;
(b) Sludge Treatment Facilities; and
(c) TSE Facilities;
STW Facilities Site means the area described in, and illustrated by the demarcated area of
the map included in Schedule 1 (Project Site), rights to which shall be conveyed to the Project
Company by Ashghal in accordance with Schedule 14 (Lease Agreement), and on which the
Initial Phase is to be developed by the Project Company;
STW Facilities Site Lease means the lease granted by Ashghal to the Project Company on
the terms of Schedule 14 (Lease Agreement);
STW Facilities Site Samples means, in respect of each Day, the STW Facilities Site
samples of collected by the various Metering and Monitoring Systems detailed at Schedule 7
(Metering and Monitoring Requirements) taken for such Day, which shall comprise at
least six (6) samples per hour over a twenty-four (24) hour period;
Supplemental Payment has the meaning given to it in Clause 10 (Invoicing and Payment)
and Schedule 11 (Payment Mechanism);
Tanker Reception Facility means the facility designed and constructed by the Project
Company in accordance with Schedule 2 (Design and Construction Requirements) to
receive tankered Influent delivered to the Project Site by Ashghal (or its designees) for
treatment by the Project Assets, which facility shall be operated and maintained by the Project
Company in accordance with this Agreement;
Taxes means any tax, charge, impost, tariff, duty or fee of any kind charged, imposed or levied,
directly or indirectly, by a Competent Authority including any zakat, value added tax, sales tax,
notarisation fees, stamp duty, import duty, withholding tax (whether on income, dividends,
commission payments, fees, equipment, rentals or otherwise), tax on foreign currency loans
or foreign exchange transactions, excise tax, property tax, registration fee or licence, water tax
or environmental, energy or fuel tax, including any commission, penalties or additions
thereon;
Technical Specifications means the technical specifications of the Project Assets and, prior
to the date of transfer of title to the Kahramaa Facilities under Clause 6.11 (Transfer of the
Kahramaa Facilities), the Kahramaa Facilities as set out in Schedule 1 (Project Site) to
Schedule 10 (Refinancing);
Term has the meaning given to it in Clause 2 (Term);
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EXECUTION VERSION
Terminal Pump Station or TPS means the terminal pumping station located at the
termination point of the MTS including Screen Shaft, Pump Shaft, Odour Control Facility and
other ancillary facilities that are needed to receive and transfer sewage flow from the MTS into
the STW Facilities, designed and constructed in accordance with Schedule 2 (Design and
Termination Costs has the meaning given to it in Clause 17.8(a) (Purchase Price on
Termination);
Termination Date means the date on which this Agreement terminates in full or expires in
accordance with its terms and conditions;
Termination Notice means a notice of termination issued by the Project Company or

Ashghal, as the case may be, pursuant to Clauses 17.2 (Termination due to Non-occurrence of
the Closing Date), 17.5 (Termination due to an Event of Default) or 17.6(d) (Termination for a
Prolonged Force Majeure Event);
Tertiary Treatment Diversion Outflow means the discharge point of Influent located
downstream of the Tertiary Treatment System;
Tertiary Treatment System means the physical treatment system of the STW Facilities
which is located downstream of the Secondary Treatment Facilities;
Tests on Completion means the tests to be performed in relation to the Project Assets in
accordance with the provisions of Schedule 3 (Acceptance and Availability Test
Requirements);
Third Party means any contractor engaged by Ashghal to perform work on or adjacent to
the Project Site, including but not limited to the MTS Contractor and TSE Network Contractor,
to facilitate the connection of the Project Assets and Kahramaa Facilities;
Total STW Facilities Output means, the total quantity of TSE expressed in m3/Day treated
with in STW Facilities with quality in compliance with Schedule 6 (Guaranteed Output
Performance Requirements);
Transfer means sell, convey, transfer, assign, dispose of, settle, alienate or Encumber,
whether or not for value, and without prejudice to the generality of the foregoing, any method,
scheme or arrangement by which the ownership of or any right or interest in property is
transferred from one person to another, including the creation of Encumbrances, shall
constitute a Transfer provided that any Encumbrance in favour of the Financing Parties
securing any obligations, or enforcement by the Financing Parties of any Encumbrance under
the Financing Documents shall not constitute a "Transfer";
Tribunal has the meaning given to it Clause 23.3(d) (Arbitration);
TSE means treated sewage effluent;
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EXECUTION VERSION
TSE Delivery Points means either of the following two delivery points which are to be
developed by the Project Company for the purposes of delivery of TSE by the Project Company
to Ashghal, each of which is to be monitored in accordance with the TSE Metering and
Monitoring System:
(a) the TSE Network constructed by the TSE Network Contractor on behalf of Ashghal,
and to be connected to the TSE Facilities by the Project Company in accordance with
Schedule 2 (Design and Construction Requirements);
(b) the deep injection wells to be developed by the Project Company at the STW
Facilities Site in accordance with Schedule 2 (Design and Construction
Requirements);
TSE Dispatch Requirements means the quantities agreed and coordinated with Ashghal
with respect to the quantity of TSE to be dispatched by the Project Company to each of the
TSE Delivery Points;
TSE Diversion Outflow means the discharge point for Off Specification TSE and by-passed
TSE flows in accordance with Schedule 2 (Design and Construction Requirements);
TSE Facilities means TSE storage tanks, Multi-purpose Lagoons, and Deep Injection Well
facilities, designed and constructed in accordance with Schedule 2 (Design and
TSE Metering and Monitoring System means the specific Metering and Monitoring
System of TSE to be installed at the location described in Schedule 7 (Metering and
Monitoring Requirements) to measure the volume and quality of outflow of TSE from the
STW Facilities;
TSE Network means the networks receiving the TSE produced by the Project Assets and
pumped from the TSE Pump Station as one of the TSE Delivery Points;
TSE Network Contractor means the third-party who will connect the TSE system piping
to the connection points provided by the Project Company at the boundary of the Project Site,
as set out in part 1 of Schedule 2 (Design and Construction Requirements);
TSE Network Failure means any disruption in the ability of the TSE Network to receive
and take delivery of Total STW Facilities Output at the TSE Delivery Points, but only if and to
the extent that such disruption materially adversely affects the ability of the Project Company
to deliver Total STW Facilities Output at the TSE Delivery Points, and such disruption is not
the direct or indirect result of a breach by the Project Company (or its Contractors) of its
obligations under this Agreement;
TSE Pump Station means the facilities that will receive and pump TSE as set out in detail
at section 1.2 of Part 2 of Schedule 2 (Design and Construction Requirements), designed
and constructed in accordance with Schedule 2 (Design and Construction
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EXECUTION VERSION
TSE Pump Station Output Excuse Event means an event giving rise to circumstances
under which the Project Company cannot pump TSE though to TSE Networks, whether due
to lack of demand or for any other reasons that are not in the control of the Project Company;
Unenforceability Event means circumstances where:
(a) there is a Disputed Obligation; and
(b) there is a final and binding determination of the arbitrators pursuant to Clause 23.3
(Arbitration) or of a Qatari court that the Disputed Obligation is illegal, invalid, void,
voidable or unenforceable under the applicable Legal Requirements; and
(c) such illegality, invalidity, voidability or unenforceability under the applicable Legal
Requirements materially impairs:
(i) the rights of the Financing Parties under the Financing Documents; or
(ii) the ability of the Project Company to perform its obligations under the Project
Agreements or the Financing Documents,
provided that the Project Company must have used its best efforts to mitigate
such consequences (or the event itself). For the purposes of this definition,
materially means:
(i) a material impairment in the Project Company's rights to receive cash flows
from Ashghal; and
(ii) a material impairment in the Project Company's rights to grant security to the
Financing Parties from that prevailing at the Closing Date; and
(iii) the Project Company is not otherwise adequately compensated for the material
impairment described in section (c) above by way of remedy or relief pursuant
to this Agreement;
Unforeseeable Artificial Underground Object means any underground services or

foundations or other artificial objects or constructions located under the Project Site, the
presence of which could not have reasonably been discovered through the investigations
conducted by or on behalf of the EPC Contractor using Good Utility Practice prior to the
Effective Date to establish the geotechnical and hydrological conditions at the Project Site and
the consequent design requirements of the Project Assets and, prior to the date of transfer of
title to the Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the
Kahramaa Facilities;
Uninsurable means, in relation to a risk, either that:
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EXECUTION VERSION
(a) insurance is not available to the Project Company in respect of the Insurance Policies
pursuant to this Agreement; or
(b) the insurance premium payable for insuring that risk is at such a level that the risk
is not generally being insured against in the insurance market with reputable
insurers of good standing;
USD or US Dollars means United States Dollars, the lawful currency of the United States of
America;
Utilities Handback Points means the points identified in Schedule 2 (Design and
Construction Requirements) to which the Utilities Works will be connected;
Utilities Works has the meaning given to it in Clause 9.1(a) (Project Company’s
responsibilities);
Value means, as the context requires, Value A, Value B or Value C;
Value A has the meaning given to in Clause 17.8 (a) (Purchase Price on Termination);
Value B has the meaning given to in Clause 17.8 (b) (Purchase Price on Termination);
Value C has the meaning given to it in Clause 17.8 (c) (Purchase Price on Termination);
Variable O&M Payment has the meaning given to it in sections 2 and 3 of Schedule 11
VAT means a value added tax, sales tax or any other tax of a similar nature imposed or levied,
directly or indirectly, by a Competent Authority in accordance with applicable Legal
Requirements from time to time; and
Visual Records of Works Progress means the visual record of progress of the
construction work on the Project Assets prepared each Month by the Project Company up to
the Project Commercial Operation Date, in accordance with Schedule 9 (Reporting and
Submission Requirements).
1.2 Interpretation
The following rules of construction and interpretation apply to this Agreement:
(a) periods of time refer to the Gregorian calendar and reference to a time of Day shall be
construed as a reference to the time of Day in Doha, Qatar;
(b) a "person" includes any individual, Project Company, corporation, firm, partnership,
joint venture, association (whether a body corporate or an unincorporated association
of persons) or any government institution, department or establishment and a person
shall be construed as including a reference to its successors, permitted assigns and
permitted transferees in accordance with their respective interests;
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EXECUTION VERSION
(c) an "employee" of any person includes any other person or agent who is engaged or
has (within the period prescribed by applicable Legal Requirements for holding such
person's employer, client or principal, as the case may be, responsible for his acts)
been engaged directly or indirectly by such person as an employee, consultant,
contractor or in any other capacity whatsoever;
(d) words importing the singular number include the plural and vice versa, and words
importing a gender include the other gender;
(e) the descriptive headings in this Agreement, including the cover page and table of
contents, are for convenience of reference only and not for purposes of construction
or interpretation of its provisions;
(f) unless specifically provided otherwise, the words "herein" and "hereunder", and
words of similar import, refer to the entirety of this Agreement and not only to the
Clause in which such use occurs;
(g) a reference to a "Clause", "Schedule", "Annex" or "Exhibit" is a reference to a Clause,

Schedule, Annex or Exhibit of this Agreement;
(h) this Agreement is to be read and construed as a whole; anything mentioned in any of
the documents comprising this Agreement shall be of like effect as if stated or
mentioned in all of them. In the event of a conflict between the Clauses and the
Schedules, the Parties shall endeavour, in the first instance, to resolve the conflict by
reading this Agreement as a whole and the provision that is more specific to the
subject matter shall govern. If, notwithstanding the Parties' good faith efforts to
resolve the conflict as provided in the preceding sentence, the conflict continues to
persist, the provision in the Clauses shall govern;
(i) where an obligation of a Party to make payment under this Agreement, as a result of
the calculation of time, falls on a Day other than a Business Day, such time for
performance shall be extended to the next Business Day;
(j) "including" or "includes" shall be deemed to be qualified by a reference to "without

limitation"; and
(k) reference to "this Agreement" or any other agreement or document shall be construed
as a reference to such agreement or document as amended, modified or supplemented
and in effect from time to time and shall include a reference to any document which
amends, modifies or supplements it, or is entered into, made or given pursuant to or
in accordance with its terms.
2. TERM
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EXECUTION VERSION
2.1 Initial Term

The term of this Agreement (the Term) shall commence on the Effective Date and shall expire
on the twenty-fifth (25th) anniversary of the Project Commercial Operation Date unless
otherwise extended or earlier terminated in accordance with the provisions of this Agreement.
2.2 Extension
The Term may, in Ashghal’s sole discretion, be extended for an additional period if:
(a) not less than 24 Months prior to the expiry of the Term, either Party provides the
other with notice requesting that the Parties enter into good faith negotiations to
extend the Term;
(b) not later than 18 Months prior to the expiry of the Term, the Parties agree to the terms
of such extension; and
(c) not later than 6 Months prior to the expiry of the Term, Ashghal and the Project
Company enter into a binding agreement in writing confirming the agreed terms of
the extension (including any adjustments to the Service Payments).
3. CONDITIONS PRECEDENT TO THE CLOSING

DATE
3.1 Closing Date
(a) The rights and obligations of the Parties under this Agreement shall be conditional
upon the Parties certifying in writing the satisfaction (or irrevocable waiver) of all of
the conditions precedent set forth in Schedule 13 (Conditions Precedent) (the date
of such certification being the Closing Date). The Parties shall issue such
certification within five (5) Business Days of the occurrence of such satisfaction or
waiver.
(b) Notwithstanding Clause 3.1(a) (Closing Date), the rights and obligations of the Parties
under Clauses 2 (Term), 3.2 (Reports Prior to Closing Date), 3.3 (Delay in achieving
the Closing Date, 3.4 (Post-Closing), 4.1(a), (f), (g), (h) and (j) (Project Company's
Obligations), 4.2(a)(i), (c), (d), (e), (f), (i) and (j) (Ashghal Obligations), 13.1 (Licences,
Permits and Consents), 13.3 (Project Agreements), 13.5 (Compliance with applicable
Legal Requirements), 15 (Force Majeure), 16 (Increased Costs or Savings), 17.2
(Termination due to Non-occurrence of the Closing Date), 17.11 (Other Remedies),
17.12 (Survival), 17.13 (Effect of Certain Events), 19 (Indemnities), 20 (Assignment),
21 (Representations and Warranties; Undertakings), 22 (Governing Law), 23
(Dispute Resolution) and 24 (Miscellaneous) (and any other Clauses or Appendices
referenced therein) shall take effect on and from the Effective Date.
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EXECUTION VERSION
(c) Each Party shall use its best endeavours to satisfy the conditions precedent set forth
in Schedule 13 (Conditions Precedent) to enable the Closing Date to occur on or
before the Scheduled Closing Date.
(d) Promptly following the Effective Date, the Project Company will initiate initial
enquiries with Kahramaa in order to commence negotiations with Kahramaa on the
Consultancy Services Agreement and Bulk Supply Agreement at the earliest
practicable date. The Project Company will negotiate the terms of the Bulk Supply
Agreement with Kahramaa diligently and in good faith, including a request for the
Project Company’s minimum electricity purchase obligations under the Bulk Supply
Agreement to be back-to-back with the Fixed Electricity Consumption (FECm), as set
out at clause 3.2.1.1 of Schedule 11 (Payment Mechanism) as at the Effective Date.
The Parties acknowledge and agree that Kahramaa’s rejection of such a request will
not constitute any failure or breach by the Project Company under this Agreement.
The Project Company shall keep Ashghal regularly appraised as to the progress of
negotiations with Kahramaa. If, two (2) months following the Effective Date, despite
the Project Company’s diligent negotiations, in accordance with this Clause 3.1(d), the
Bulk Supply Agreement has not been executed, the Project Company shall give written
notice to Ashghal informing it of the same with a reasonable description of the reasons
therefor, and attach to such notice a copy of the most recent draft of the Bulk Supply
Agreement. In such case, the Parties agree that, from the date being two (2) months
following the Effective Date, Projected Electricity Consumption (PEC m) under this
Agreement shall be modified to accommodate the minimum power requirement
prescribed under the most recent draft of the Bulk Supply Agreement and the
following amendments to clause 3.2.1.1 of Schedule 11 (Payment Mechanism) shall
be effective:
PECm = FECm + PECSTWFm + PECSFm + BSAADJm
PECm = The Projected Electricity Consumption of the Project Assets (in kwh)
applicable during Billing Period m
FECm = The Fixed Electricity Consumption (in kwh) applicable for such Day during
Billing Period m
PECSTWFm = The Projected Electricity Consumption of the STW Facilities (in kwh)
PECSFm = The Projected Electricity Consumption of the Shared Facilities (in kwh)
BSAADJm = The adjustment for the minimum power requirement prescribed under
the Bulk Supply Agreement during Billing Period m
m = Billing Period
Calculation of BSAADJm is as follows:
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EXECUTION VERSION
Where the minimum power requirement prescribed under the Bulk Supply
Agreement for that calendar year is less than or equal to (FEC + PECSTWF + PECSF)
combined for all the billing periods in that calendar year up to 31st December of that
year, then the BSAADJm shall be zero (0).
Where the minimum power requirement prescribed under the Bulk Supply
Agreement for that calendar year is greater than (FEC + PECSTWF + PECSF)
combined for all the billing periods in that calendar year up to 31st December of that
year, then BSAADJm shall be calculated as the minimum power requirement
prescribed under the Bulk Supply Agreement for that calendar year less (FEC +
PECSTWF + PECSF) combined for all the billing periods in that calendar year up to
31st December of that year. For the avoidance of doubt, payment for BSAADJm shall
only be applicable as and when a payment request is received in relation to the
minimum power requirement pursuant to the Bulk Supply Agreement, so as to ensure
no double-counting of payments.
Once the Bulk Supply Agreement has been executed by the Project Company and
Kahramaa, the Parties shall amend Schedule 11 (Payment Mechanism), as necessary,
so as to be back-to-back with the minimum electricity purchase requirements agreed
under the Bulk Supply Agreement; provided that such minimum electricity purchase
requirements (i) are not the same as those provided in the draft Bulk Supply Agreement
published as part of the RFP, or do not leave the Project Company in the same economic
position as it would have been in pursuant to the draft Bulk Supply Agreement
published as part of the RFP; (ii) are not addressed by the amendment to clause 3.2.1.1
of Schedule 11 (Payment Mechanism) effected pursuant to this clause 3.1(d); and
(iii) were proposed or required by Kahramaa, any other Qatari Party or any Competent
Authority.
3.2 Reports Prior to Closing Date

On a regular basis during the period prior to the Closing Date, the Project Company shall advise
Ashghal as to the status of the satisfaction of the conditions precedent for which the Project
Company is responsible, provided that no review or approval by Ashghal of the Project
Agreements or any other agreement, document, instrument, drawing, specification or design
proposed by the Project Company concerning the Project shall relieve the Project Company
from any liability that it would otherwise have had in respect of or under such agreement,
document, instrument, drawing, specification or design or failure to comply with the applicable
Legal Requirements or this Agreement with respect thereto and, provided further that neither
Ashghal nor any of its representatives or any of its advisors shall be liable to the Project
Company or any other person by reason of their review or approval of an agreement, document,
instrument, drawing, specification or design.
3.3 Delay in achieving the Closing Date

(a) If, due to (i) any delay or failure on the part of Ashghal in the performance of its
obligations under this Agreement or any act of impediment or prevention by Ashghal
(including the failure by Ashghal to certify the Closing Date after the satisfaction or
waiver of the conditions precedent set forth in Schedule 13 (Conditions Precedent),
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EXECUTION VERSION
which is not otherwise attributable to the Project Company or any of its Contractors,
or (ii) the occurrence of a Political Force Majeure Event, the achievement of the
Closing Date has or will be delayed, the Parties will confer with a view to adjusting the
Scheduled Closing Date and the Construction Programme equitably, taking into
account the effect which the Project Company demonstrates is attributable to
Ashghal's delay or failure or the occurrence of a Political Force Majeure Event, and
the ability of the Parties to reschedule their obligations to avoid or minimise the
overall resulting delays, and the provisions of Clause 16 (Increased Costs or Savings)
shall apply. Subject to clause 3.3(d), the remedies set forth in this Clause 3.3(a) (Delay
in achieving the Closing Date) shall be the Project Company's sole and exclusive
remedies with respect to any delay in achieving the Closing Date by the Scheduled
Closing Date due to any of the circumstances provided in paragraph (i) or (ii) of this
Clause 3.3(a) (Delay in achieving the Closing Date).
(b) If, for reasons other than those specified under Clause 3.3(a) (Delay in achieving the
Closing Date), the Project Company is unable to achieve the Closing Date by the
Scheduled Closing Date or if it becomes apparent that the Project Company will be
unable to achieve the Scheduled Closing Date then, subject to Clause 3.3(c) (Delay in
achieving the Closing Date), the Scheduled Closing Date shall be extended for a period
not to exceed ninety (90) Days.
(c) The extension of the Scheduled Closing Date pursuant to Clause 3.3(b) (Delay in
achieving the Closing Date) shall be subject to each of the following conditions being
fulfilled on or before the Scheduled Closing Date applicable prior to any such
extension being granted:
(i) the Project Company shall have put in place short term or other financing
arrangements approved by Ashghal;
(ii) if directed to do so by Ashghal, the Project Company shall have entered into
(at Project Company’s sole cost and expense) one or more interest rate hedges
with an effective date of on or before the Scheduled Closing Date; and
(iii) the EPC Contractor shall be performing work under the EPC Contract (whether
through a limited notice to proceed or otherwise) that is consistent with a
construction and procurement schedule that will meet the Construction
Programme.
(d) If the Project Company fails to achieve the Closing Date by the Scheduled Closing Date
(as adjusted under Clause 3.3(a)) (Delay in achieving the Closing Date) and/or
extended in accordance with Clause 3.3(b) (Delay in achieving the Closing Date),
either Party may exercise its right to terminate this Agreement pursuant to Clause
17.2 (Termination due to Non-occurrence of the Closing Date).
3.4 Post-Closing
On or before Financial Closing and as a condition to the Closing Date in accordance with
Schedule 13 (Conditions Precedent), Ashghal shall prepare and the Parties will agree and
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EXECUTION VERSION
enter into the First Amendment Agreement setting out any agreed amendments to Schedule
11 (Payment Mechanism), 12 (Invoicing and Payment Procedure), Schedule 26
(Maximum Principal Amount) or the Financial Model flowing directly from the approved
hedging carried out at and as part of Financial Closing.
4. PROJECT IMPLEMENTATION
4.1 Project Company's Obligations
The Project Company shall cause and be responsible for the following:
(a) delivering the Development Security to Ashghal on or before the Effective Date. If at
any time the credit rating of the bank which issued the Development Security in place
at that time is downgraded below investment grade by any reputable credit rating
agency, Ashghal may require the Project Company to replace the Development
Security with an equivalent irrevocable and unconditional guarantee from another
bank agreed with Ashghal. The Parties acknowledge and agree that Ashghal may draw
upon and retain all or part of the Development Security for the purpose of meeting
any Claim Ashghal has against the Development Security in accordance with this
Agreement. Subject to any such Claim, Ashghal shall release (i) fifty percent (50%) of
the balance of the Development Security to the Project Company promptly following
the issuance of the Performance Security to Ashghal in accordance with Clause 6.23
(Performance Security), and (ii) the remainder of the Development Security to the
Project Company promptly following the expiry of the Defects Liability Period;
(b) the due and proper application for any and all Approvals other than any Approvals
specifically designated as Ashghal Approvals in Schedule 22 (Approvals), as well as
all renewals thereof required to be obtained in the name of the Project Company in
connection with the transactions contemplated by this Agreement and the other
Project Agreements, the diligent effort to obtain, the receipt of, and the maintenance
of, all such Approvals until the end of the Term;
(c) the due and proper submission of a Bulk Supply Application in order to ensure that
electrical supply is available to the Project prior to the Project Commercial Operation
Date;
(d) the due and proper application for, the diligent effort to obtain, and the receipt of, any
visas, work permits, employment permits, dependants' permits, licences and other
permits required for all individuals involved in the Project on behalf of or pursuant to
contracts with the Project Company;
(e) the due and proper application for, and diligent effort to obtain, Customs Duty
Exemptions for the Project and the ongoing compliance with the requirements of any
Customs Duty Exemption granted in respect of the Project;
(f) preparing, negotiating and executing all Project Agreements as and when required,
which where applicable shall contain the minimum terms required by this Agreement
and its appendices, in a timely manner;
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(g) cooperating with Ashghal in the identification of the applications to be made by

Ashghal referred to in Clause 4.2(g) (Ashghal Obligations) and supporting such
applications, including providing reasonable assistance in the preparation thereof, so
as to expedite the consideration thereof by the appropriate Competent Authority,
provided that such applications are in compliance with all applicable Legal
Requirements and the terms and conditions of each Project Agreement in connection
with which such application is made;
(h) delivering to Ashghal as soon as reasonably practicable after the execution thereof
(and in any event prior to the Closing Date), conformed copies of the Project
Agreements and any other documents or agreements specified in Schedule 13
(Conditions Precedent) that are to be entered into by the Project Company on or
before the Closing Date;
(i) delivering to Ashghal each of the documents to be delivered in accordance with

Schedule 19 (Documents to be Delivered after the Effective Date) not later
than the time for delivery thereof set forth therein;
(j) achieving the Closing Date on or before the Scheduled Closing Date;
(k) delivering to Ashghal the Performance Security within ten (10) Business Days
following the Project Commercial Operation Date; and
(l) otherwise carrying out all obligations for the design, financing, construction,
operation and maintenance of the Project in strict accordance with the terms of this
Agreement, including but not limited to:
(i) this Agreement;
(ii) all obligations under Schedule 2 (Design and Construction

Requirements) including but not limited to those relating to design and
construction of the Project Assets;
(iii) Acceptance and Availability Testing as set out in Schedule 3 (Acceptance

and Availability Test Requirements);
(iv) delivery of the Services as set out in Schedule 4 (Service Requirements);
(v) operating the Project Assets to accept and process inputs as per the Influent
Quantity and Quality Parameters as set out in Schedule 5 (Influent
(vi) operating the Project Assets to meet the Guaranteed Output Performance
Requirements as set out in Schedule 6 (Guaranteed Output Performance
Requirements);
(vii) fulfilling the metering and monitoring obligations in accordance with

Schedule 7 (Metering and Monitoring Requirements);
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(viii) fulfilling the handback obligations in accordance with Schedule 8

(Handback Requirements);
(ix) fulfilling the reporting and submission obligations in accordance with

Schedule 9 (Reporting and Submission Requirements); and
(x) fulfilling all other requirements and obligations in all other Schedules forming
part of the Agreement.
4.2 Ashghal Obligations

Ashghal shall cause and be responsible for the following:
(a) making the Project Site available, or causing the same to be made available, to the
Project Company (i) prior to the Effective Date, for purposes of allowing the
Contractors to conduct an investigation of the geotechnical and hydrological
conditions of the Project Site and the consequent design requirement of the Project
Assets and Kahramaa Facilities and (ii) thereafter in accordance with the date set
forth in the Construction Programme and Clause 4.4 (Access and Rights to the Project
Site), provided that the indemnities set out in Clause 19 (Indemnities) shall become
effective in respect of Project Company or Contractor access to the STW Facilities Site
from the Effective Date;
(b) delivering Influent to the Influent Delivery Points as required during Acceptance
Tests and Availability Performance Tests as set out in Clause 6.20(a) (Start-up
Utilities and Supply of Influent) and Schedule 3 (Acceptance and Availability
Test Requirements) and during the Commercial Operation Period;
(c) making available, or causing to be made available, to the Project Company Quiet
Enjoyment of the STW Facilities Site on or prior to the Effective Date in accordance
with the STW Facilities Site Lease at Schedule 14 (Lease Agreement);
(d) making available, or causing to be made available, to the Project Company non-
exclusive access to the Shared Facilities Site on or prior to the Effective Date in
accordance with the Shared Facilities Site Land Access Agreement at Schedule 15
(Shared Facilities Site Land Access Agreement);
(e) making available, or causing to be made available, to the Project Company Quiet
Enjoyment of the Kahramaa Facilities Site on or prior to the Effective Date in
accordance with this Agreement;
(f) cooperating with the Project Company in the identification of the applications to be
made by the Project Company in order to comply with its obligations under Clauses
4.1(c) (Project Company's Obligations), 4.1(d) (Project Company's Obligations), 4.1(e)
(Project Company's Obligations) and 4.1(f) (Project Company's Obligations), and
promoting and supporting such applications, including providing reasonable
assistance in the preparation thereof, so as to expedite the consideration thereof by
the appropriate Competent Authority, provided that such applications are in
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EXECUTION VERSION
compliance with all applicable Legal Requirements and the terms and conditions of
each Project Agreement in connection with which such application is made;
(g) the due and proper application for, the diligent effort to obtain, and the receipt of, all
Approvals and all renewals thereof that are specifically designated as Ashghal
Approvals in Schedule 22 (Approvals) in connection with the transactions
contemplated by this Agreement;
(h) as reasonably requested by the Project Company, discussing the Project with and
providing publicly available or non-confidential information about Ashghal to
financial institutions interested in providing financing for the Project, provided that
Ashghal shall not be required to make any representations, warranties or
undertakings in connection with any such discussion or in connection with the
Financing Documents other than the representations, warranties or undertakings
contained or referred to in Clause 20.2 (Assignment to Financing Parties) or 21.2
(Ashghal Representations and Warranties);
(i) preparing, negotiating and executing the Project Agreements to which it is a party in
a timely manner;
(j) delivering to the Project Company, as soon as reasonably practicable after the
execution thereof by the relevant Qatari Party (and in any event on or prior to the
Closing Date) true and correct copies of each of the documents specified in Schedule
13 (Conditions Precedent); and
(k) providing timely responses to submitted items for which Ashghal is required respond,
including in respect of requests for No Objection or Submitted Items (as defined in
Schedule 9 (Reporting and Submission Requirements), in any case, in
accordance with this Agreement or Schedule 9 (Reporting and Submission
Requirements), as applicable, within the applicable time period following the
submission thereof by the Project Company to Ashghal as designated in section 4 of
Schedule 9 (Reporting and Submission Requirements) (provided that, for the
avoidance of doubt, it shall not be a breach of this clause (k) where Ashghal’s failure
to respond constitutes a deemed No Objection in accordance with section 4.1.2 of
Schedule 9 (Reporting and Submission Requirements).
4.3 Subcontractors and Project Engineer

(a) The appointment of the EPC Contractor or the O&M Contractor or any other
Contractor shall not relieve the Project Company of any of its obligations under this
Agreement. Accordingly, as the context may require, references in this Agreement to
the Project Company shall be deemed to include one or more of the EPC Contractor,
the O&M Contractor or any other Contractors of the Project Company.
(b) Ashghal may appoint and remove a Project Engineer at its sole discretion and at any
time. Ashghal may delegate all, or part of, its rights and obligations under this
Agreement to the Project Engineer at any time; provided, however, that such
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delegation shall not relieve Ashghal of any of its obligations to the Project Company
under this Agreement.
4.4 Access and Rights to the Project Site

(a) In order to permit Project Company to perform its obligations in accordance with the
Project Agreements, Ashghal shall procure that Project Company, its permitted
successors and assigns and their respective employees, licensees, contractors and
designees, obtain vehicular and pedestrian access to the Project Site during the Term,
subject to, at all times to Project Company’s compliance with the requirements and
procedures set forth in Section 5, Schedule 2 (Design and Construction
Requirements) and all applicable Legal Requirements. In furtherance of such
access,
(i) Ashghal and the Project Company shall enter into the Lease Agreement at
Schedule 14 (Lease Agreement), which grants the Project Company
leasehold rights in the STW Facilities Site as enumerated therein;
(ii) Ashghal and the Project Company shall enter into the Land Access
Agreement at Schedule 15 (Shared Facilities Site Land Access
Agreement), which grants the Project Company non-exclusive rights of
access to the Shared Facilities Site as enumerated therein; and
(iii) as stated above, Ashghal shall procure for the Project Company, and grant it,
right of access to, and possession of, the Kahramaa Facilities Site with effect
on or prior to the Effective Date or such other time as may be agreed between
the Project Company and Ashghal until the transfer of the Kahramaa
Facilities.
(b) The Project Company shall take all reasonable steps to allow Project Site access, to
the extent required, to, and coordinate with, interfacing third parties, including but
not limited to the MTS Contractor and TSE Network Contractor, as set out in Section
1, Schedule 2 (Design and Construction Requirements) during the construction
of the Project Assets;
(c) The Project Company shall, and shall cause its employees, licensees, Contractors and
designees and any other person acting by, through, on behalf of, or with the expressed
or implied permission of, the Project Company and having access to the Project Site
to comply with the requirements and procedures set forth in Section 5, Schedule 2
(Design and Construction Requirements) and all applicable Legal
Requirements.
(d) The Project Company shall permit, and shall procure that its Contractors permit,
Ashghal, the Project Engineer, and Ashghal’s representatives and designees to enter
upon the Project Site at any time:
(i) to monitor, sample, or otherwise investigate the nature and volume of

discharges or other emissions from the Project Assets;
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EXECUTION VERSION
(ii) to ensure that any interconnection to any utilities system is not adversely
affecting or will not adversely affect such system;
(iii) in response to a fire, explosion or any other like emergency on the Project Site
to preserve the safety or health of persons, materials or equipment at the STW
Facilities Site, the Shared Facilities Site or elsewhere on the Project Site;
(iv) to permit Ashghal, as may be required, to exercise its rights and comply with
its obligations under this Agreement and the other Project Agreements;
(v) to permit Ashghal to comply with any applicable Legal Requirements; or
(vi) in connection with an Archaeological Delay Event for the purposes of liaising
with any Competent Authority in connection with the removal of
Archaeological Items from the Project Site.
(e) In exercising such right of access to the Project Site, Ashghal shall (other than in the
case of Clause 4.4(d)(iii) (Access and Rights to the Project Site) above) give Project
Company twenty-four (24) hours prior notice, and shall cause its representatives and
designees to, comply with all applicable Legal Requirements and the reasonable
directions of Project Company. Ashghal shall conduct and shall cause its
representatives and designees to conduct, its entrances to the Project Site for the
purposes specified in Clause 4.4(d) (Access and Rights to the Project Site), other than
in the case of Clause 4.4(d)(iii) (Access and Rights to the Project Site) in a manner
that does not interfere with, or increase the cost of, Project Company’s activities on
the Project Site and shall adhere and shall cause its representatives and designees to
adhere, to the reasonable safety rules and procedures of Project Company that are
consistent with Good Utility Practice.
4.5 Hazardous Substances

(a) Any Hazardous Substances that exist in, on or under the Project Site on the Effective
Date that (1) will interfere with the Project Company’s ownership, construction,
operation or maintenance of the Project Assets or will interfere with the Project
Company’s construction of the Kahramaa Facilities, (2) will pose ongoing risks to
health or safety or (3) are required to be removed or rendered non-hazardous by a
Competent Authority in accordance with applicable Legal Requirements, shall be
promptly removed or rendered non-hazardous:
(i) from the Effective Date until the Day prior to the Project Commercial
Operation Date, by Ashghal at its cost; and
(ii) from and after the Project Commercial Operation Date, by the Project
Company at its cost, provided, however, that the Service Payments shall be
subject to adjustment for Increased Costs incurred by the Project Company in
performing its obligations under this Clause 4.5(a)(ii) (Hazardous Substances)
to the extent and in the manner provided by Clause 16 (Increased Costs or
Savings).
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(b) Any Hazardous Substances introduced in, on, or under the Project Site after the
Effective Date by Ashghal that (i) will interfere with the Project Company’s ownership,
construction, operation or maintenance of the Project Assets or will interfere with the
Project Company’s construction of the Kahramaa Facilities, (ii) will pose ongoing
risks to health or safety or (iii) are required to be removed or rendered non-hazardous
by a Competent Authority in accordance with applicable Legal Requirements, shall be
promptly removed or rendered non-hazardous by Ashghal at its cost.
(c) In the event the Project Company discovers in, on or under the Project Site prior to
the Project Commercial Operation Date any Hazardous Substances that (i) existed
prior to the Effective Date or (ii) were subsequently introduced by Ashghal, then the
Project Company shall give Ashghal written notice describing in reasonable detail
such Hazardous Substances and the Parties shall consult with one another concerning
the effect, if any, of the presence of such Hazardous Substances on (A) the
construction, ownership, operation or maintenance of the Project Assets or the
construction of the Kahramaa Facilities, (B) the ongoing health or safety of personnel
working at the Project Site and (C) the Project Company’s compliance with applicable
Legal Requirements.
(d) Any Hazardous Substances introduced in, on, or under the Project Site after the
Effective Date by Project Company that (i) will interfere with Project Company’s
ownership, construction, operation or maintenance of the Project Assets or the
Project Company’s construction of the Kahramaa Facilities, (ii) will pose ongoing
risks to health or safety or (iii) are required to be removed or rendered non-hazardous
by a Competent Authority in accordance with applicable Legal Requirements, shall be
promptly removed or rendered non-hazardous by the Project Company at its cost.
(e) Ashghal shall ensure that its removal or rendering non-hazardous of Hazardous
Substances pursuant to Clauses 4.5(a)(i) (Hazardous Substances)and 4.5(b)
(Hazardous Substances)does not cause damage to or interfere with the Project
Company’s construction, ownership, operation or maintenance of the Project Assets
or the Project Company’s construction of the Kahramaa Facilities. Without prejudice
to Ashghal’s obligations and liabilities pursuant to this Clause 4.5 (Hazardous
Substances) in the event Ashghal fails to remove or render non-hazardous any
Hazardous Substances pursuant to Clauses 4.5(a)(i) (Hazardous Substances)and
4.5(b) (Hazardous Substances)promptly following its discovery, Project Company
shall have the right to remove or render non-hazardous such Hazardous Substances,
in which case all costs and expenses incurred by the Project Company shall be
reimbursed by Ashghal to the Project Company upon receipt of an invoice.
(f) Without prejudice to the Project Company’s obligations and liabilities pursuant to this
Clause 4.5 (Hazardous Substances), in the event the Project Company fails to remove
or render non-hazardous any Hazardous Substances pursuant to Clauses 4.5(a)(ii)
and 4.5(d) (Hazardous Substances)promptly following its discovery, Ashghal shall
have the right to enter upon the Project Site to remove or render non-hazardous such
Hazardous Substances. All costs and expenses incurred by Ashghal in removing or
rendering non-hazardous Hazardous Substances introduced in, on or under the
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Project Site by the Project Company shall be payable by the Project Company to
Ashghal upon receipt of an invoice.
4.6 Unforeseeable Artificial Underground Object

(a) In the event the Project Company discovers prior to the Project Commercial
Operation Date, any Unforeseeable Artificial Underground Object at the Project Site,
the presence of which is, in each case, not attributable to a Project Company Party,
then the Project Company shall give Ashghal written notice describing in reasonable
detail such Unforeseeable Artificial Underground Object and the Parties shall consult
with one another concerning the effect, if any, of the presence of such Unforeseeable
Artificial Underground Object on the construction, ownership, operation or
maintenance of the Project Assets or the construction of the Kahramaa Facilities.
Ashghal shall, at its cost, relocate, remove or protect such Unforeseeable Artificial
Underground Object that the Parties agree will interfere with the construction,
ownership, operation or maintenance of the Project Assets or the construction of the
Kahramaa Facilities.
(b) In performing any construction or other work pursuant to Clause 4.6(a)

(Unforeseeable Artificial Underground Object), Ashghal shall:
(i) give the Project Company prior notice of such relocation, removal or
protection, together with plans and specifications of such relocation, removal
or protection;
(ii) ensure that such work does not cause damage to or interfere with the Project
Company’s construction, ownership, operation or maintenance of the Project
Assets and or the construction of the Kahramaa Facilities and be responsible
for and reimburse to the Project Company any and all duly evidenced
Increased Costs incurred by the Project Company as a result of such work
within sixty (60) Days of receipt of an itemized invoice;
(iii) undertake such work in good and workmanlike manner in compliance with
all applicable Legal Requirements and Good Utility Practice; and
(iv) remove all debris and other excess material from the affected portion of the
Project Site within a reasonable period of time after the completion of any
such work.
(c) Any Dispute under this Clause 4.6 (Unforeseeable Artificial Underground Object)
shall be referred to the Independent Expert, whose decision shall be final and binding
on the Parties to the extent provided in Clause 23.2 (Independent Expert) including
any failure of the Parties to agree on the effect of an Unforeseeable Artificial
Underground Object under Clause 4.6(a) (Unforeseeable Artificial Underground
Object).
4.7 Warranty as to Use
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(a) Ashghal warrants as follows:
(i) except for reservations, and easements or rights-of-way specified at Schedule

14 (Lease Agreement) and Schedule 15 (Shared Facilities Site Land
Access Agreement), the Project Site is free and clear from any
Encumbrances that could reasonably be expected to have a material adverse
effect on Project Company’s ability to build, own, operate, maintain and
transfer the Project Assets and, prior to the date of transfer of title to the
Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities),
the Kahramaa Facilities in accordance with the terms and conditions of the
Project Agreements;
(ii) the rights to use the STW Facilities Site and the easements and rights-of-way
upon, over and across the Shared Facilities Site as set forth in the STW
Facilities Site Lease at Schedule 14 (Lease Agreement) and the Shared
Facilities Site Land Access Agreement at Schedule 15 (Shared Facilities
Site Land Access Agreement) constitute all of the real property rights that
are required by Project Company in order for Project Company to build own,
operate, maintain and transfer the Project Assets and, prior to the date of
transfer of title to the Kahramaa Facilities under Clause 6.11 (Transfer of the
Kahramaa Facilities), the Kahramaa Facilities in accordance with the terms
and conditions of the Project Agreements; and
(iii) the use of the Project Site by the Project Company in accordance with the
terms and conditions of the Project Agreements will not violate any
restrictions, reservations or applicable Legal Requirements in relation to the
Project Site.
(b) Ashghal makes no other representations or warranties, express or implied with

respect to the Project Site, including any warranty of merchantability or fitness for a
particular purpose. The Project Company disclaims and waives any implied
warranties or warranties imposed by applicable Legal Requirements.
5. RECEIPT, TREATMENT AND DISPOSAL OF

INFLUENT, TSE AND BY-PRODUCTS
5.1 Acceptance and Treatment of Influent
(a) Subject to the provisions of this Agreement, and subject to the terms and conditions
of the Shared Facilities Agreement, in the event that Ashghal exercises a Third Party
Expansion Option in accordance with Clause 7.2 (Expansion Notice), the Project
Company shall during the Commercial Operation Period:
(i) accept all Influent delivered to the Project Assets at the Influent Delivery
Points, with the exception of any Influent received via tanker which does not
meet the specifications for Influent in accordance with Schedule 5 (Influent
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EXECUTION VERSION
(ii) process such Influent, so that all TSE, By-Products, and other output meets
the requirements at Schedule 6 (Guaranteed Output Performance
Requirements).
(b) In the event that Influent is delivered via tanker to the STW Facilities which would,
together with the Influent being received at the TPS, cause the amount of Influent to
exceed the Available STW Facilities Capacity, the Project Company shall decline to
accept such Influent.
(c) Other than as specifically set forth at Clause 5.1(b) (Acceptance and Treatment of
Influent) above, if average flows measured by the Metering and Monitoring System at
the Influent Delivery Points exceed the Available STW Facilities Capacity (but do not
constitute a Peak Influent Event), the Project Company shall treat all Influent in
accordance with this Agreement provided that this occurrence shall constitute an Off
Specification Influent Event. An Off Specification Influent Event is one of the events
known as an Influent Excuse Event, for purposes of application of the payment
mechanism as set out at Schedule 11 (Payment Mechanism).
(d) In the event that Influent is delivered via the MTS to the Screen Shaft that is not within
the odour parameters in accordance with Table 3, Schedule 5 (Influent Quantity
and Quality Parameters), the Project Company shall treat all Influent in
accordance with this Agreement provided that this occurrence shall constitute an
Influent Excuse Event – Odour. An Influent Excuse Event – Odour is one of the events
known as an Influent Excuse Event, for purposes of application of the payment
mechanism as set out at Schedule 11 (Payment Mechanism).
5.2 Peak Influent Event

(a) Peak Influent Events are set out in Schedule 5 (Influent Quantity and Quality
Parameters).
(b) On any Day that a Peak Influent Event occurs, the Project Company:
(i) may release any Influent received at the Influent Delivery Points in excess of
the peak Influent quantity parameters and maximum daily Influent quality
parameters set out in Schedule 5 (Influent Quantity and Quality
Parameters) giving rise to a Peak Influent Event to the Primary Treatment
Diversion Outflow, and the Peak Influent Event shall constitute an Influent
Excuse Event, for purposes of applicable of the Payment Mechanism set out
at Schedule 11 (Payment Mechanism).
5.3 Off Specification Influent Event

(a) Subject to Clause 5.3(c) (Off Specification Influent Event) on any Day that an Off
Specification Influent Event occurs, the Project Company:
(i) shall continue to treat the Off Specification Influent in accordance with this
Agreement;
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EXECUTION VERSION
(ii) may not divert either Influent or partially treated TSE; and
(iii) may not discharge any Off Specification TSE to the TSE Delivery Points;
(b) If an Off Specification Influent Event occurs, it is one of the events known as an
Influent Excuse Event, for purposes of the application of the payment mechanism set
out at Schedule 11 (Payment Mechanism), provided that the Project Company has
complied with its obligations in Clause 5.3(a)(i) (Off Specification Influent Event) and
the inability of the Project Assets to treat such Influent in accordance with this
Agreement was not caused (directly or indirectly) from the Project Company's failure
to comply with the provisions of this Agreement.
(c) If an Off Specification Influent Event occurs in relation to Off Specification Influent
that comprises Polluted Influent, the provisions of Clause 5.4 (Polluted Influent Event)
shall apply.
5.4 Polluted Influent Event

(a) On any Day that a Polluted Influent Event occurs, the Project Company shall treat the
Polluted Influent so that such Influent at least receives Primary Treatment and the
Project Company shall otherwise be permitted to use Diversion Outflows to divert
Polluted Influent but only to the extent required to protect the Project Assets from the
Polluted Influent.
(b) Subject to Clause 5.4(c) (Polluted Influent Event), no Capacity Payment Deductions
shall be incurred by the Project Company for the duration of such Polluted Influent
Event, as such Polluted Influent Event constitutes an Influent Excuse Event for
purposes of application of the payment mechanism set out in Schedule 11 (Payment
Mechanism), provided that the Project Company has complied with its obligations
in Clause 5.4(a) (Polluted Influent Event) and the inability of the STW Facilities to
treat such Influent in accordance with this Agreement was not caused (directly or
indirectly) from the Project Company's failure to comply with the provisions of this
Agreement.
(c) In the event that the Project Company accepts tankered Polluted Influent, it shall not
be entitled to relief from Capacity Payment Deductions due to an Influent Excuse
Event as set out at Clause 5.4(b) (Polluted Influent Event) nor payment for
Rectification Works pursuant to Clause 5.5 (Rectification Works following a Polluted
Influent Event).
5.5 Rectification Works following a Polluted Influent Event

(a) If the Project Company considers that a Polluted Influent Event has materially
affected the Project Company’s ability to make available the Available STW Facilities
Capacity or Available Shared Facilities Capacity, the Project Company shall promptly
notify Ashghal in writing (a Rectification Notice) (which notice shall include all
relevant supporting documentation relating to such damage as well as the scope and
cost of the proposed rectification works (the Rectification Works)) who shall be
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EXECUTION VERSION
entitled, on reasonable notice to the Project Company, to inspect the relevant damage.
Ashghal shall be entitled, on reasonable notice to the Project Company, to instruct the
Project Company to conduct all necessary tests in order to determine the Availability
of the potential affected Project Assets. The Project Company shall conduct such
inspections and tests within ten (10) Days of the date of the Rectification Notice.
Ashghal shall promptly notify the Project Company as to whether it agrees with the
Project Company's assessment of the condition of the Project Assets as set out in the
Rectification Notice and the scope and cost of the proposed Rectification Works. Any
Dispute regarding whether the Polluted Influent Event has materially affected the
Project Company’s ability to make available the Available STW Facilities Capacity or
Available Shared Facilities Capacity, or regarding the scope and cost of the proposed
Rectification Works shall be referred to the Independent Expert for resolution
pursuant to Clause 23.2 (Independent Expert).
(b) Following the inspections and testing referred to in Clause 5.5(a) (Rectification Works
following a Polluted Influent Event), the Project Company shall undertake and
complete the Rectification Works as promptly as possible.
(c) Provided that it has been agreed or determined in accordance with Clause 5.5(a)
(Rectification Works following a Polluted Influent Event) that the Polluted Influent
Event has materially affected the Project Company’s ability to make available the
Available STW Facilities Capacity or Available Shared Facilities Capacity, then
Ashghal shall pay to the Project Company the cost of such Rectification Works in a
manner to be agreed between the Parties including by adjustment of the amounts
payable by Ashghal under this Agreement, or otherwise.
5.6 Diversion Outflow Requirements

(a) Notwithstanding the other provisions of this Clause 5 (Receipt, Treatment and
Disposal of Influent, TSE and By-Products), the Project Company shall:
(i) not release Influent or TSE to a Diversion Outflow except where an Influent
Excuse Event is occurring; and
(ii) at all times use its best endeavours to:
(A) avoid releasing Influent or TSE to a Diversion Outflow;

and
(B) if such release is unavoidable, mitigate the effects of such

release (if reasonably and technologically practicable),
including by implementing measures to reduce the
impact of such release on the environment and in such
circumstances, Ashghal shall reimburse the Project
Company for any fair and reasonable costs incurred by
the Project Company as a result of it complying with its
obligation to mitigate the effects of such release unless
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such release is the result of the Project Company’s failure

to comply with the provisions of this Agreement.
(b) If the Project Company diverts either Influent or TSE to a Diversion Outflow other
than as a result of an Influent Excuse Event, Ashghal Risk Event or Force Majeure
Event more than two (2) times in any Contract Year, the Project Company shall be
required to carry out an Availability Test in accordance with Clause 5.14(a)
(Availability Testing) provided that any notice period to Ashghal under Clause 5.14(a)
(Availability Testing) shall be reduced to one (1) Day.
5.7 Use of Lagoons

(a) Notwithstanding the other provisions of this Clause 5 (Receipt, Treatment and
Disposal of Influent, TSE and By-Products), the Project Company shall not
(i) use the Emergency Storm Lagoons, except in the circumstances explicitly set
out in the Schedules including inter alia in section 3.4, Part 2, Schedule 2
(Design and Construction Requirements); and
(ii) use the Multi-purpose Lagoons, except in the circumstances explicitly set out
in the Schedules including inter alia in section 3.4, Part 2, Schedule 2 (Design
and Construction Requirements).
5.8 Treatment of Sludge

(a) Subject to the provision of this Agreement, the Project Company shall during the
Commercial Operation Period process all Sludge so that it meets the Guaranteed
Output Performance Requirements set out in Schedule 6 (Guaranteed Output
Performance Requirements).
5.9 Additional Deduction Events

(a) If an Additional Deduction Event occurs then, in addition to any rights or remedies
that Ashghal may have pursuant to Clause 17 (Termination), Ashghal may elect to
either:
(i) reduce the Service Payment in accordance with Schedule 11 (Payment

Mechanism); or
(ii) require the Project Company to pay to Ashghal the relevant Additional
Deduction amount as liquidated damages.
(b) Any liquidated damages payable pursuant to Clause 5.9(a)(ii) (Additional Deduction
Events) shall be paid by the Project Company within thirty (30) Days of the date of
the Project Company's receipt of an invoice from Ashghal setting forth the amount of
liquidated damages which are then due and payable by the Project Company. If the
Project Company fails to pay such liquidated damages when due, Ashghal shall be
entitled to claim such amounts under the Performance Security. To the extent that
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EXECUTION VERSION
the Project Company's liability for liquidated damages under Clause 5.9(a)
(Additional Deduction Events) exceeds the then current balance of the Performance
Security, Ashghal may, at its option, make a demand on the Development Security, if
the Development Security is still required to be maintained in effect in accordance
with Clause 4.1(a) (Project Company's Obligations), or oblige the Project Company to
make direct payments of any excess amount to Ashghal.
(c) The Parties agree that:
(i) any liquidated damages payable pursuant to this Clause 5.9 (Additional
Deduction Events) represent a genuine pre estimate of all losses, liabilities,
damages, costs, charges or expenses that would be suffered by Ashghal arising
out of or in relation to each Additional Deduction Event, and it is neither
extravagant nor unconscionable for Ashghal to recover such amount in the
context of the Project; and
(ii) there is in any event a commercial justification and legitimate interest in

imposing such liquidated damages as a payment for an Additional Deduction
Event by the Project Company which would not be satisfied by a right to
recover damages on an unliquidated basis for such default.
5.10 Environmental Persistent Breach Event

(a) If an Environmental Persistent Breach Event occurs then, in addition to any rights or
remedies that Ashghal may have pursuant to Clause 17 (Termination), Ashghal may
elect to either:
(i) reduce the Service Payment in accordance with Schedule 11 (Payment

Mechanism); or
(ii) require the Project Company to pay to Ashghal the relevant Environmental
Deduction amount as liquidated damages.
(b) Any liquidated damages payable pursuant to Clause 5.10(a)(ii) (Environmental

Persistent Breach Event) shall be paid by the Project Company within thirty (30) Days
of the date of the Project Company's receipt of an invoice from Ashghal setting forth
the amount of liquidated damages which are then due and payable by the Project
Company. If the Project Company fails to pay such liquidated damages when due,
Ashghal shall be entitled to claim such amounts under the Performance Security. To
the extent that the Project Company's liability for liquidated damages under Clause
5.10(a) (Environmental Persistent Breach Event) exceeds the then current balance of
the Performance Security, Ashghal may, at its option, make a demand on the
Development Security, if the Development Security is still required to be maintained
in effect in accordance with Clause 4.1(a) (Project Company's Obligations), or oblige
the Project Company to make direct payments of any excess amount to Ashghal.
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EXECUTION VERSION
(i) any liquidated damages payable pursuant to this Clause 5.10 (Environmental
Persistent Breach Event) represent a genuine pre-estimate of all losses,
liabilities, damages, costs, charges or expenses that would be suffered by
Ashghal arising out of or in relation to each Environmental Persistent Breach
Event, and it is neither extravagant nor unconscionable for Ashghal to recover
such amount in the context of the Project; and

imposing such liquidated damages as a payment for an Environmental
Persistent Breach Event by the Project Company which would not be satisfied
by a right to recover damages on an unliquidated basis for such default.
5.11 Rights and Risk in Influent, TSE and By-Products

All rights in, and responsibility for:
(a) Influent:
(i) prior to its delivery to the STW Facilities at the Influent Delivery Points, shall
vest in Ashghal; and
(ii) received by the Project Company at the STW Facilities at the Influent Delivery
Points, shall vest in the Project Company provided that responsibility for any
Polluted Influent shall cease when such Polluted Influent is discharged to the
Diversion Outflow; and
(b) any TSE shall vest in Ashghal on delivery of such TSE at the TSE Delivery Points; and
(c) By-Products shall, from the time such By-Products come into existence, vest in the
Project Company.
5.12 Disposal
(a) The Project Company shall not dispose of:
(i) any Influent received at the Project Assets other than by release to a Diversion
Outflow where expressly permitted in this Agreement;
(ii) any TSE produced at the STW Facilities other than at the TSE Delivery Points
or by release to the TSE Diversion Outflow where expressly permitted in this
Agreement; or
(iii) any By-Products generated at the STW Facilities during the treatment of
Influent other than in a manner that complies with all applicable Legal
Requirements, the Disposal Management Plan, and this Agreement.
(b) The Project Company shall be responsible for disposal of By-Products, as well as any
other materials or items that require removal from the Project Site. Any disposal from
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EXECUTION VERSION
the Project Site by the Project Company shall be in accordance with the requirements
set out in section 2.4 of Schedule 4 (Service Requirements), and the Project
Company shall be wholly liable for fees and costs of such disposal, including but not
limited to fees and costs of landfill use as well as transport.
(c) By-Products shall, from the time such By-Products come into existence vest in the
Project Company.
(d) The Project Company shall be permitted to release TSE to the TSE Diversion Outflow
when a TSE Pump Station Output Excuse Event or a TSE Network Failure shall have
occurred and is continuing.
5.13 Daily Metering and Monitoring Obligations

(a) On each Day during the Commercial Operation Period, the Project Company shall
measure and record the following in accordance with Schedule 5 (Influent Quantity
and Quality Parameters), Schedule 6 (Guaranteed Output Performance
Requirements), and Schedule 7 (Metering and Monitoring Requirements):
(i) the total volume and quality of Influent received at the Influent Delivery
Points;
(ii) the total volume and quality of TSE delivered to the TSE Delivery Points;
(iii) if relevant, the total volumes of Influent or TSE received at the Diversion
Outflows; and
(iv) the quality of By-Products produced by the Project Assets.
(b) Ashghal and the Project Company shall agree, during the Acceptance Tests and before
the Project Commercial Operation Date, the parameters against which the readings
above will be compared to establish Available STW Facilities Capacity and Available
Shared Facilities Capacity for purposes of Schedule 11 (Payment Mechanism). If
the Parties cannot agree, the Dispute shall be referred by either Party to the
Independent Expert pursuant to clause 23.2 (Independent Expert) of this Agreement.
If either Party is dissatisfied with the decision of the Independent Expert, the Dispute
may be referred to arbitration in accordance with the procedures in clauses 23.2
(Independent Expert) and 23.3 (Arbitration). Pending the decision of the
Independent Expert or the Tribunal, payments shall be made in accordance with the
position of Ashghal with respect to the relevant parameters.
(c) Ashghal and the Project Engineer shall have access to all metering and monitoring
data, as per this Agreement including but not limited to Schedule 7 (Metering and
Monitoring Requirements).
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EXECUTION VERSION
5.14 Availability Testing

(a) The Project Company shall, on at least thirty (30) Days’ written notice to Ashghal (or
as shortened under this Agreement), conduct at least one (1) Availability Test each
Contract Year, or as required by this Agreement including under Clause 5.6(b)
(Diversion Outflow Requirements). The Project Company shall be entitled to conduct
additional Availability Tests during a Contract Year by providing at least thirty (30)
Days’ written notice to Ashghal. For the avoidance of doubt, any Availability Test
which the Project Company undertakes pursuant to this Clause 5.14(a) (Availability
Testing) shall be at the Project Company’s sole cost and expense.
(b) Ashghal shall be entitled, on at least thirty (30) Days written notice to the Project
Company, to instruct the Project Company to conduct not more than one (1)
Availability Test during each Contract Year unless the Project Company fails to meet
any of the Availability Performance Test Criteria as set out in Table 2, Schedule 3
(Acceptance and Availability Test Requirements) in which case Ashghal shall
be entitled to instruct the Project Company to conduct more than one (1) Availability
Test during each Contract Year. For the avoidance of doubt, any Availability Test
which the Project Company undertakes pursuant to this Clause 5.14(b) (Availability
Testing) shall be at the sole cost and expense of:
(i) the Project Company for any Availability Test where the Project Company fails
to achieve any of the Availability Performance Test Criteria; and
(ii) Ashghal for any Availability Test where the Project Company achieves all of
the Availability Performance Test Criteria.
(c) Subject to Clause 5.14(e) (Availability Testing), if the Project Company fails to
perform the Availability Test within the period specified in Schedule 3 (Acceptance
and Availability Test Requirements) then:
(i) the Project Assets shall, from the Day following the last Day of the Contract
Year in which such Availability Test was required to be conducted, be deemed
to be unavailable until the Availability Test is performed; and
(ii) the Project Company shall not be entitled to receive any Capacity Payments
for the duration of such unavailability.
(d) The Project Company shall undertake an Availability Test following service of its
notice pursuant to Clause 5.14(a) (Availability Testing) or an instruction from Ashghal
pursuant to Clause 5.14(b) (Availability Testing) (the Initial Availability Test) in
accordance with the provisions of this Clause 5.14 (Availability Testing) and Schedule
3 (Acceptance and Availability Test Requirements.
(e) If the Initial Availability Test so conducted:
(i) demonstrates that the Project Assets achieve all of the Availability
Performance Test Criteria, then:
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EXECUTION VERSION
(A) Ashghal shall issue an Availability Certificate; and
(B) the Project Assets shall be deemed to have been available

based on meeting all the Availability Performance Test
Criteria during the period commencing on the date which
the Initial Availability Test is initiated and ending on the
period on which the Initial Availability Test is
successfully concluded throughout the Initial Availability
Test period for the purposes of calculating the Capacity
Payments which are due to the Project Company in
respect of such Initial Availability Test period; or
(ii) demonstrates that the Project Assets do not achieve any of the Availability
(A) within seven (7) Days of the date of the end of the Initial
Availability Test Ashghal shall serve written notice on the
Project Company confirming that the Project Assets have
not achieved all of the Availability Performance Test
Criteria. The Project Company shall within seven (7)
Days of the date of the notice under this Clause
5.14(e)(ii)(A) (Availability Testing) submit a written
proposal to Ashghal setting out the proposed scope of a
further Availability Test (Additional Availability Test)
and the Parties shall consult in good faith and agree the
scope of the Additional Availability Test and the date for
the performance of the Additional Availability Test,
which shall be not more than thirty (30) Days after the
date of the notice under this Clause 5.14(e)(ii)(A)
(Availability Testing) or such later date as the Parties
may agree in writing. Any Dispute regarding the scope of
the Additional Availability Test and the date for the
performance of the Additional Availability Test shall be
referred to the Independent Expert for resolution in
accordance with the provisions of Clause 23.2
(Independent Expert); and
(B) during the period between the first Day of the Initial
Availability Test and the last Day of the corresponding
Additional Availability Test, the Capacity Payments to
which the Project Company is entitled shall, on and from
the first Day after the Initial Availability Test period, be
based on each of the Available STW Facilities Capacity
and Available Shared Facilities Capacity as demonstrated
by the Initial Availability Test.
(f) If the Initial Availability Test demonstrates that the Project Assets do not achieve all
of the Availability Performance Test Criteria, then the Project Company shall
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EXECUTION VERSION
undertake an Additional Availability Test, agreed or determined pursuant to Clause

5.14(e)(ii)(A) (Availability Testing), in accordance with the provisions of this Clause
5.14 (Availability Testing) and with the procedures set out in Schedule 3
(Acceptance and Availability Test Requirements). If the Additional
Availability Test so conducted:
(i) demonstrates that the Project Assets achieve all of the Availability
(A) Ashghal shall issue an Availability Certificate; and
(B) the Capacity Payments to which the Project Company is

entitled shall, on and from the first Day after the
Additional Availability Test period, be based on each of
the Available STW Facilities Capacity and Available
Shared Facilities Capacity; or
(ii) demonstrates that the Project Assets do not achieve all of the Availability
(A) Ashghal shall serve a notice on the Project Company

detailing the affected portion of the works which did not
meet the Availability Performance Test Criteria (an
Improvement Notice as described in Schedule 3
(Acceptance and Availability Test Requirements))
and the Project Company shall have forty-five (45) Days
to rectify any defects or faults, or such other reasonable
time as the Parties may agree, and shall then within a
further ten (10) Days arrange a date for repetition of the
Availability Test for the portion of the plant that was
detailed in the Improvement Notice;
(B) the Capacity Payments to which the Project Company is

entitled shall, on and from the first Day after the
Additional Availability Test period until the next
Availability Test or Additional Availability Test, be based
on each of the Available STW Facilities Capacity and
Available Shared Facilities Capacity demonstrated by the
relevant Additional Availability Test; and
(C) in the event the Project Company fails to comply with an

Improvement Notice, undertake the subsequent
Availability Test, and achieve all the Availability
Performance Test Criteria, Ashghal shall be entitled to
exercise its rights pursuant to a Project Company Event
of Default as set out in clause 17.3(b) (Project Company
Event of Default).
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EXECUTION VERSION
(g) The Project Company shall, at its own cost and expense, prepare and submit
Availability Test Reports in accordance with the requirements set out in section 2.2.18
of Schedule 9 (Reporting and Submission Requirements) for a No Objection
from Ashghal.
(h) Neither Party shall be entitled to call an Availability Test during any Ashghal Risk
Event, an Influent Excuse Event (other than an Influent Excuse Event – Odour) or
during a Force Majeure Event. If, however, any Ashghal Risk Event, Influent Excuse
Event (other than an Influent Excuse Event – Odour) or Force Majeure Event occurs,
either Party has called an Availability Test prior to such Ashghal Risk Event, Influent
Excuse Event (other than an Influent Excuse Event – Odour) or Force Majeure Event,
the Project Assets are available to be tested and, in the reasonable opinion of the
Parties, is anticipated to be capable of performing an Availability Test and
demonstrating compliance with the Guaranteed Output Performance Requirements,
but the Availability Test is not performed due to any Ashghal Risk Event, Influent
Excuse Event (other than an Influent Excuse Event – Odour) or Force Majeure Event,
then:
(i) the Project Assets shall, until the effects of such Ashghal Risk Event, Influent
Excuse Event (other than an Influent Excuse Event – Odour) or Force
Majeure Event no longer prevent the Project Company from performing an
Availability Test, be deemed to have demonstrated compliance with the
Guaranteed Output Performance Requirements; and
(ii) the Project Company shall undertake the Availability Test as soon as
reasonably practicable after the point at which it is no longer prevented from
doing so by the effects of such Ashghal Risk Event, Influent Excuse Event
(other than an Influent Excuse Event – Odour) or Force Majeure Event.
5.15 Effect of Ashghal Risk Event

If on or after the Project Commercial Operation Date, an Ashghal Risk Event occurs, the
following shall apply:
(a) For any Day on which an Ashghal Risk Event affects the ability of the Project Company
to make available any of the Available STW Facilities Capacity or Available Shared
Facilities Capacity, Ashghal shall continue to make Capacity and Output Payments for
that Day in respect of the affected Available STW Facilities Capacity or Available
Shared Facilities Capacity, as demonstrated in the most recently completed
Availability Test or Additional Availability Test (as applicable) prior to Ashghal Risk
Event.
(b) If Ashghal Risk Event does not affect the ability of the Project Company to make
available the any of the Available STW Facilities Capacity and Available Shared
Facilities Capacity, but affects the ability of Ashghal to take Total STW Facilities
Output delivered by the Project Company to the TSE Delivery Points, Ashghal shall
continue to make:
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EXECUTION VERSION
(i) Capacity Payments in respect of the Available Project Assets’ Treatment

Capacity that is actually available; and
(ii) Output Payments in respect of the Total STW Facilities Output delivered by
the Project Company to the TSE Delivery Points, regardless of the volume of
TSE diverted to the TSE Diversion Outflow.
5.16 Exclusive Remedy

(a) Subject to section 5.16(b) (Exclusive Remedy) below, except for Ashghal's rights to
terminate this Agreement in accordance with Clause 17 (Termination), payment of the
liquidated damages as specified in Clauses 5.9(a) (Additional Deduction Events) and
5.10(a) shall be Ashghal's exclusive remedy for the occurrence of an Additional
Deduction Event or Environmental Persistent Breach Event.
(b) If Clause 5.9(a) (Additional Deduction Events) or 5.10(a) (Environmental Persistent

Breach Event) is found for any reason to be void, invalid or otherwise inoperative so
as to disentitle Ashghal from claiming liquidated damages under such Clause, Ashghal
is entitled to claim against the Project Company general damages at law for the
occurrence of an Additional Deduction Event or Environmental Persistent Breach
Event, subject to the limitation that such damages must not exceed the amounts set
out in Clause 5.9(a) (Additional Deduction Events) or 5.10(a) (Environmental
Persistent Breach Event), as the case may be (excluding any commission which
Ashghal may be entitled to receive in addition to and calculated on such damages).
6. DESIGN, CONSTRUCTION, TESTING AND

COMMISSIONING OF THE PROJECT ASSETS AND
KAHRAMAA FACILITIES
6.1 Design and Construction of the Project Assets
(a) The Project Company shall develop, finance, design, engineer, procure, manufacture,
factory test, transport, construct, erect, install, complete, test and commission the
Project Assets in accordance with the parameters set forth in Schedule 2 (Design
and Construction Requirements). For the avoidance of doubt, by definition the
Project Assets include the Shared Facilities described in Schedule 2 (Design and
Construction Requirements), which are to be constructed at the Shared Facilities
Site.
(b) Ashghal, Project Engineer (and their respective designees) shall have the right, at all
times, to observe the progress of the construction of the Project Assets.
(c) Any Dispute regarding a Party's compliance with its obligations under this Clause 6.1
(Design and Construction of the Project Assets) that cannot be resolved pursuant to
Clause 23.1 (Negotiation) shall be referred to the Independent Expert for resolution
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EXECUTION VERSION
6.2 Submissions with Respect to Project Asset Design and

Drawings
(a) The Project Company shall submit a Design Management Plan to Ashghal in
accordance with the timescales and requirements set out in sections 2.1 and 2.2.1 of
Schedule 9 (Reporting and Submission Requirements) for a No Objection from
Ashghal. Any Dispute arising with respect to the design and drawings that cannot be
resolved pursuant to Clause 23.1 (Negotiation) shall be referred to the Independent
Expert for resolution pursuant to Clause 23.2 (Independent Expert).
(b) The Project Company shall submit a Detailed Project Report to Ashghal setting out
how the Project Company intends to design the Project Assets in accordance with the
requirements set out in section 2.2.2 of Schedule 9 (Reporting and Submission
Requirements) for a No Objection from Ashghal. The Detailed Project Report shall
be submitted no later than 30 Days from the Effective Date. Any Dispute arising with
respect to the Detailed Project Report that cannot be resolved pursuant to Clause 23.1
(Negotiation) shall be referred to the Independent Expert for resolution pursuant to
Clause 23.2 (Independent Expert).
6.3 Construction Submission and Reporting Requirements

(a) The Project Company shall, at its own cost and expense, prepare and submit a
Construction Plan to Ashghal in accordance with the requirements set out in section
2.2.3 of Schedule 9 (Reporting and Submission Requirements) for a No
Objection from Ashghal. Without prejudice to the generality of the foregoing, the
Construction Plan shall include inter alia a Construction Programme prepared,
submitted and updated in accordance with section 2.2.4 of Schedule 9 (Reporting
and Submission Requirements). Any Dispute arising with respect to the
Construction Plan that cannot be resolved pursuant to Clause 23.1 (Negotiation) shall
be referred to the Independent Expert for resolution pursuant to Clause 23.2
(Independent Expert).
(b) The Project Company shall, at its own cost and expense, prepare and submit HAZOP
and CHAZOP Study Report in accordance with the requirements set out in section
2.2.10 of Schedule 9 (Reporting and Submission Requirements).
(c) The Project Company shall, at its own cost and expense, prepare and submit
Construction Drawings in accordance with Schedule 2 (Design and Construction
Requirements) and as set out in section 2.2.11 of Schedule 9 (Reporting and
Submission Requirements) for a No Objection by Ashghal. Any Dispute arising
with respect to any of the Construction Drawings that cannot be resolved pursuant to
(d) For each Month up to the Project Commercial Operation Date, the Project Company
shall, at its own cost and expense, prepare and submit Construction Reports, Progress
Meeting Minutes, and Visual Records of Works Progress in accordance with Schedule
9 (Reporting and Submission Requirements).
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EXECUTION VERSION
6.4 Changes to the Project Assets Design

(a) If, after the Effective Date, the Project Company wishes to effect any changes in the
scope or specifications (including performance standards) of the design criteria or
basic design of the Project Assets or any material change in other characteristics of
the design criteria or basic design of the Project Assets, the Project Company shall
obtain the prior written approval of Ashghal, such approval not to be unreasonably
withheld or delayed. Any such change will be effected at the Project Company's own
risk and cost.
(b) The Project Company agrees to effect any changes requested by Ashghal in the design,
specifications (including performance standards) or other characteristics of the
Project Assets as previously approved by Ashghal, provided that:
(i) any change requested must have as its purpose a design improvement
required by or desirable under Good Utility Practice or the modification of a
design in order to ensure that the Project Assets is constructed, installed and
equipped suitably for the use intended;
(ii) any request by Ashghal for changes in the Project Assets shall be given to the
Project Company in writing and in sufficient detail to enable the Project
Company to prepare revisions in the design and schedule for construction of
the Project Assets taking account of such changes; and
(iii) before effecting such change, the Parties shall have agreed on any equitable
adjustment of the Construction Programme that may be required, taking into
account (A) the impact of the change on the design criteria or basic design of
the Project Assets and the Construction Programme, (B) the Scheduled
Project Commercial Operation Date and (C) both any additional work or scope
of supply and any elimination or avoidance of work or scope of supply
resulting from such change, and shall have agreed any adjustment due to costs
or savings resulting from such change and on the means of payment and
funding of any additional cost consequent thereon, including additional
financing costs, which may be by lump sum payment, by adjustment of either
or both of the Capacity Payments and Output Payments or as otherwise agreed.
If within ninety (90) Days from the date the Parties commence discussions in
relation to the foregoing, the Parties are unable to agree any adjustment to
costs or savings resulting from such change or on the means of payment and
funding, Ashghal shall have the option of not pursuing such change by giving
written notice to the Project Company or, if Ashghal wishes to continue
pursuing the change, the Dispute shall be referred to the Independent Expert
for resolution pursuant to Clause 23.2 (Independent Expert). For the
avoidance of doubt, the Project Company shall not be required to implement
any change under this Clause 6.4(b) (Changes to the Project Assets Design) in
the event the Project Company is unable to obtain third party financing to
fund such change.
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EXECUTION VERSION
6.5 As-built Drawings & As-Built Drawings Register for Project

Assets
The Project Company shall prepare As-Built Drawings and the As-Built Drawings Register and
submit it to Ashghal prior to the start of testing and commissioning of the Project Assets, in
accordance with section 2.2.15 of Schedule 9 (Reporting and Submission Requirements) for a
No Objection from Ashghal. Any Dispute arising with respect to the As-Built Drawings and the
As-Built Drawings Register that cannot be resolved pursuant to Clause 23.1 (Negotiation) shall
be referred to the Independent Expert for resolution pursuant to Clause 23.2 (Independent
Expert).
6.6 Construction of the Kahramaa Facilities

(a) The Project Company shall develop, finance, design, engineer, procure, manufacture,
factory test, transport, construct, erect, install, complete, test and commission the
Kahramaa Facilities at the Kahramaa Facilities Site in accordance with this
Agreement.
(b) Ashghal, the Project Engineer, and Kahramaa (and their designees) shall have the
right of access to the Kahramaa Facilities Site at all times in order to observe the
progress of the construction of the Kahramaa Facilities.
(c) Any Dispute regarding a Party's compliance with its obligations under this Clause 6.5
(As-built Drawings & As-Built Drawings Register for Project Assets) that cannot be
resolved pursuant to Clause 23.1 (Negotiation) shall be referred to the Independent
6.7 Changes to the Kahramaa Facilities Design

(a) The Project Company agrees prior to the transfer of the Kahramaa Facilities to
Kahramaa to effect any changes requested by Ashghal in the design, specifications
(including performance standards) or other characteristics of the Kahramaa Facilities
as previously approved by Ashghal, provided that:
(i) any change requested must have as its purpose a design improvement
required by or desirable under Good Utility Practice or the modification of a
design in order to ensure that the Kahramaa Facilities are constructed,
installed and equipped suitably for the use intended;
(ii) any request by Ashghal for changes in the Kahramaa Facilities shall be given
to the Project Company in writing and in sufficient detail to enable the Project
Company to prepare revisions in the design and Construction Programme
taking account of such changes; and
(iii) before effecting such change, the Parties shall have agreed:
(A) any equitable adjustment of the Construction

Programme that may be required, taking into account:
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EXECUTION VERSION
I. the impact of the change on the design criteria or basic design

of the Kahramaa Facilities or the Project Assets, and the
Construction Programme;
II. the Scheduled Project Commercial Operation Date; and
III. any additional work or scope of supply and any elimination or

reduction of work or scope of supply resulting from such
change;
(B) any adjustment due to costs or savings resulting from the

changes referred to in Clause 6.7(a) (Changes to the
Kahramaa Facilities Design) and on the means of
payment and funding of any additional cost consequent
thereon, including additional financing costs, which may
be by lump-sum payment, by adjustment of any, some or
all of the Capacity Payments, Supplemental Payments
and Output Payments or as otherwise agreed;
(iv) if within 90 Days from the date the Parties commence discussions in relation
to the foregoing, the Parties are unable to agree any adjustment to costs or
savings resulting from such change or on the means of payment and funding,
the Dispute shall be referred to the Independent Expert for resolution pursuant
to Clause 23.2 (Independent Expert). For the avoidance of doubt, unless
Ashghal elects to make a lump sum payment, the Project Company shall not be
required to implement any change under this Clause 6.7(a) (Changes to the
Kahramaa Facilities Design) in the event the Project Company is unable,
notwithstanding its good faith efforts to do so, to obtain third party financing
to fund such change; and
(v) any changes to the Kahramaa Facilities pursuant to this Clause 6.7(a) (Changes
to the Kahramaa Facilities Design) shall not prejudice the Project Company's
obligations under Clauses 6.8 (Warranties for Kahramaa Facilities) to 6.10
(Payment of Connection Fee).
6.8 Warranties for Kahramaa Facilities

(a) Warranties
The Project Company warrants to Ashghal, and for the benefit of Kahramaa, that:
(i) the design and engineering of each of the Kahramaa Facilities shall conform
in all material respects with the respective requirements of this Agreement, as
may be amended pursuant to Clause 6.7(a) (Changes to the Kahramaa
Facilities Design), and shall be free from defects and deficiencies and suitable
and fit for its respective intended purpose;
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EXECUTION VERSION
(ii) the fabrication, construction and installation of the Kahramaa Facilities shall
be suitable and fit for its respective intended purpose and be in accordance in
all material respects with the respective design criteria, basic design, drawings
and specifications prepared in accordance with this Agreement and approved
by Ashghal; and
(iii) all workmanship of any of the Contractors or the Project Company relating to
the Kahramaa Facilities shall be in full conformity with the respective
requirements of this Agreement, free from defects and deficiencies and be
suitable and fit for its respective intended purpose.
(b) Duration of Warranties
(i) The warranties given by the Project Company under Clause 6.8(a)
(Warranties for Kahramaa Facilities) shall commence on the Closing Date and
shall continue through the period ending on the later of with respect to the
Kahramaa Facilities:
(A) the date which is twelve (12) Months from the Kahramaa
Facilities Provisional Acceptance Date; and
(B) the date on which the corresponding warranties given to

the Project Company by its Contractors expire.
(ii) In the event the Project Company repairs or replaces any part of the Kahramaa
Facilities pursuant to its obligations in Clause 6.8(c)(i) (Warranties for
Kahramaa Facilities), the part so repaired or replaced will be covered by the
same warranty as the original part for a period of twelve (12) Months (or such
longer period if granted by the relevant Contractor) from the date of
completion of the repair or replacement, provided that in no event shall the
warranty period extend beyond the period of thirty six (36) Months from the
Project Commercial Operation Date.
(c) Breach of Warranties
(i) In the event of a breach of the Project Company's warranties in respect of any
part of the Kahramaa Facilities, the Project Company shall, at its own expense
and in the shortest time reasonably possible, effect such repairs or
replacements necessary to remedy such breach.
(ii) Ashghal shall, as soon as reasonably practicable, notify the Project Company
of any purported breach of a warranty, specifying in reasonable detail the
circumstances of such breach and providing such relevant data and records
regarding the breach as are available to Ashghal. Ashghal shall also make
available to the Project Company such other data and records in its possession,
or within the reasonable control of Ashghal or Kahramaa, which are
reasonably required by the Project Company to enable it to understand and
remedy the breach.
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(iii) The obligations of the Project Company under this Clause 6.8(c) (Warranties
for Kahramaa Facilities) are subject to the condition that, as from the
respective date of transfer to Kahramaa pursuant to Clause 6.6(a)
(Construction of the Kahramaa Facilities), the Kahramaa Facilities have been
operated and maintained by Kahramaa in accordance with the respective
manufacturer's operating manuals, if relevant, and otherwise have not been
the subject of improper operation or maintenance by Kahramaa (ordinary
wear and tear excepted).
(iv) Any Dispute arising out of this Clause 6.8(c) (Warranties for Kahramaa
Facilities) that cannot be resolved pursuant to Clause 23.1 (Negotiation) shall
be referred to the Independent Expert for resolution pursuant to Clause 23.2
(d) Contractor Warranties
(i) The Project Company shall obtain from all of its Contractors involved in the
design, engineering, procurement, manufacturing, construction, erection,
installation, completion testing or commissioning of the Kahramaa Facilities,
warranties and guarantees with respect to the suitability and fitness for
purpose of the materials, workmanship and equipment comprising the
Kahramaa Facilities which shall expressly extend to Kahramaa (the
"Contractor Warranties"). Such warranties shall be standard for the
electricity industry and shall be written so as to survive all inspections, tests
and approvals conducted by the Project Company, its Contractors, Ashghal or
Kahramaa (as applicable); and
(ii) If:
(A) a breach of the Project Company's warranties in respect

of any part of the Kahramaa Facilities occurs after the
transfer to Kahramaa of the Kahramaa Facilities and
outstanding Contractor Warranties under Clause
6.11(b)(i) (Transfer of the Kahramaa Facilities); or
(B) Ashghal or Kahramaa makes a Claim against the Project

Company,
Ashghal shall and shall procure that Kahramaa shall:
I. appoint the Project Company as its sole agent for the recovery
under any Contractor Warranties, covering the same fault or
failure as the Claim by Ashghal or Kahramaa; and
II. deduct any amount of recovery under such Contractor

Warranties from the amount of its Claim against the Project
Company under Clause 6.8 (Warranties for Kahramaa
Facilities).
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EXECUTION VERSION
(e) Completion Warranty
Without limiting the effect of the general warranties set forth in this Clause 6.8
(Warranties for Kahramaa Facilities), the Project Company warrants to Ashghal, and
for the benefit of Kahramaa, that the Kahramaa Facilities Provisional Acceptance Date
shall occur no later than the Day before the Project Commercial Operation Date.
(f) Breach of Completion Warranty
In addition to any liability for breach of any of the general warranties set out in Clause
6.8 (Warranties for Kahramaa Facilities) if the Project Company fails to achieve the
Kahramaa Facilities Provisional Acceptance Date by the date specified therefor in
Clause 6.8(e) (Warranties for Kahramaa Facilities), the Project Company shall also be
liable for (subject to any extension granted under Clause 6.9(d) (Kahramaa Facilities
Provisional Acceptance Date and Final Acceptance Date)) liquidated damages under
Clause 6.16 (Project Company Liquidated Damages for Delay) if, due to such failure,
the Project Company is unable to achieve the Project Commercial Operation Date by
the Scheduled Project Commercial Operation Date, and this shall be the Project
Company’s sole liability in respect of a breach of the completion warranty set out in
Clause 6.8(e) (Warranties for Kahramaa Facilities).
6.9 Kahramaa Facilities Provisional Acceptance Date and Final

Acceptance Date
(a) The procedures for the commissioning and acceptance of the Kahramaa Facilities
shall be agreed by the Parties in accordance with the procedures set forth in Schedule
3 (Acceptance and Availability Test Requirements) at least twelve (12) Months
before the respective scheduled completion date pursuant to Clause 6.8(e)
(Warranties for Kahramaa Facilities).
(b) The:
(i) Kahramaa Facilities Provisional Acceptance Date shall occur on the Day
following the date that Ashghal issues to the Project Company the Kahramaa
Facilities Provisional Acceptance Certificate in accordance with the
procedures set forth in Schedule 3 (Acceptance and Availability Test
Requirements); and
(ii) Kahramaa Facilities Final Acceptance Date shall occur on the Day following
the date that the Project Company certifies to Ashghal that all other conditions
to acceptance of the Kahramaa Facilities under the Consultancy Services
Agreement or the Bulk Supply Agreement (as applicable) and Ashghal issues
a certificate confirming its acknowledgment of the same (the “Kahramaa
Facilities Final Acceptance Certificate”).
(c) Any Dispute over whether the:
(i) Kahramaa Facilities Provisional Acceptance Date; or
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EXECUTION VERSION
(ii) Kahramaa Facilities Final Acceptance Date;
(iii) has occurred that cannot be resolved pursuant to Clause 23.1 (Negotiation)
shall be referred to the Independent Expert for resolution pursuant to Clause
23.2 (Independent Expert).
(d) The Project Company shall procure all electricity required for the commissioning and
acceptance of the Kahramaa Facilities in accordance with this Clause 6.9 (Kahramaa
Facilities Provisional Acceptance Date and Final Acceptance Date) and Schedule 3
(Acceptance and Availability Test Requirements) at its own cost and expense.
If, despite the Project Company’s exercise of its reasonable efforts, the Project
Company is unable to procure or maintain electricity required for the commissioning
and acceptance of the Kahramaa Facilities as aforesaid, and such failure would
materially and adversely affect the ability of the Project Company to commission and
transfer the Kahramaa Facilities to Kahramaa as and when required under this
Agreement, the Project Company shall be entitled to an equitable extension to the
date on which commissioning and transfer of the Kahramaa Facilities under this
Agreement shall be required for so long as the Project Company is diligently
attempting to cure such electricity supply curtailment; provided that, for the
avoidance of doubt, any equitable extension granted under this Clause 6.9(d)
(Kahramaa Facilities Provisional Acceptance Date and Final Acceptance Date) shall
in no way entitle the Project Company to any other relief under this Agreement except
as otherwise expressly set out herein. Any Dispute under this Clause 6.9(d)
(Kahramaa Facilities Provisional Acceptance Date and Final Acceptance Date) may
be referred by either Party for resolution by the Independent Expert.
6.10 Payment of Connection Fee

As set out in Part 1, Schedule 2 (Design and Construction Requirements), the Project
Company shall be responsible for payment of the connection fees of the Kahramaa Facilities to
the two incoming feeder lines provided by Kahramaa.
6.11 Transfer of the Kahramaa Facilities

(a) Prior to the date of transfer of title under Clause 6.11 (Transfer of the Kahramaa
Facilities), the Project Company shall have care, custody and control and shall bear
the risk of loss of the Kahramaa Facilities.
(b) Subject to the terms and conditions of this Agreement, the Project Company shall
transfer and deliver to:
(i) Kahramaa (at no additional cost to Ashghal or Kahramaa) as soon as possible

after the Kahramaa Facilities Final Acceptance Date, but in any event by no
later than the Project Commercial Operation Date:
(A) the Kahramaa Facilities and all outstanding warranties

and guarantees (including any related outstanding bonds
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EXECUTION VERSION
or other security for such warranties or guarantees)

relating thereto;
(B) those spare parts and special tools, any operation and
maintenance manuals and recommendations as listed
under the EPC Contract relating to the Kahramaa
Facilities; and
(C) all as-built drawings, design specifications, operating

and maintenance manuals, any factory inspection or test
reports and other documents and records relating to the
Kahramaa Facilities, as Kahramaa may reasonably
require,
free and clear of any liens or Encumbrances.
(c) At the time of each transfer, the Project Company shall, and Ashghal shall procure
that Kahramaa shall enter into any other documents required by applicable Legal
Requirements to evidence the transfer of the relevant Kahramaa Facilities together
with the risk of loss and the liabilities of ownership and operation thereof, from the
Project Company to Kahramaa as of the transfer date.
(d) As from the transfer date, the Parties agree that Ashghal shall ensure that Kahramaa
shall operate and maintain the relevant Kahramaa Facilities in accordance with Good
Utility Practice and the operation and maintenance manuals and shall have care,
custody and control of the Kahramaa Facilities.
6.12 Drawings, Test Results, Documentation

(a) The Project Company shall obtain and maintain at the STW Facilities Site in an
orderly manner and in accordance with Good Utility Practice, complete and up to date
copies of all:
(i) operations and maintenance manuals and other technical documentation

(including electronic files) for all items of equipment incorporated into the
Project Assets and the Kahramaa Facilities identified in Schedule 2 (Design
and Construction Requirements), and as set forth in Schedule 19
(Documents to be Delivered after the Effective Date);
(ii) test results (including electronic files) for tests performed on the Project
Assets in accordance with:
(A) this Agreement;
(B) the EPC Contract; and
(C) the O&M Contract;
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EXECUTION VERSION
(iii) as-built drawings for the Project Assets and the Kahramaa Facilities
(including electronic files), including the civil and architectural works; and
(iv) detailed technical documents (including electronic files) related to the design,
engineering, construction, operation and maintenance of the Project Assets
and the Kahramaa Facilities.
6.13 Construction Utilities

The Project Company shall be responsible for procuring, at its cost, all utilities (including
electricity and potable water) and fuel required for the construction of the Project Assets.
6.14 Compliance with Construction Programme

The Project Company shall achieve the timely implementation of the Project in accordance with
the Construction Programme. The Project Company shall promptly inform Ashghal and Project
Engineer of any actual or anticipated material deviations from the dates stipulated in the
Construction Programme. Without prejudice to the Parties' rights and obligations under
Clauses 6.15 (Extension of Milestone Dates), 6.16 (Project Company Liquidated Damages for
Delay) or 6.17 (Liquidated Damages for Abandonment), as the case may be, the Project
Company shall provide Ashghal with a remedial programme setting out the actions to be taken
by the Project Company to mitigate the adverse effect of any such deviations on its ability to
undertake the Project in accordance with the Construction Programme.
6.15 Extension of Milestone Dates

(a) If an Ashghal Risk Event occurring after the Effective Date, causes a delay that has, or
is reasonably likely to have, the effect of delaying the critical path schedule under the
EPC Contract and delaying the achievement of the Project Commercial Operation
Date, then the Scheduled Project Commercial Operation Date shall be adjusted
equitably by the Parties to take into account the ability of the Project Company to
reschedule its activities to minimise the delay and the effect of such Ashghal Risk
Event on the ability of the Project Company to achieve the relevant milestone by the
scheduled date therefor, provided that such scheduled date shall not be extended to
the extent that such delay would have nevertheless been experienced had such
Ashghal Risk Event not occurred. Any Dispute over the adjustment to the
Construction Programme that cannot be resolved pursuant to Clause 23.1
(Negotiation) shall be referred to the Independent Expert for resolution pursuant to
(b) If the Project Company wishes to seek an adjustment under Clause 6.15(a) (Extension
of Milestone Dates), the Project Company shall, as soon as reasonably practicable and,
in any event, no later than ten (10) Days after the Project Company first had
knowledge of the relevant Ashghal Risk Event, give notice to Ashghal of the
circumstance, event or condition which it alleges constitutes the relevant Ashghal
Risk Event and an estimate of the likely delay as a result of such circumstance. If the
Project Company does not deliver such notice in accordance with the terms hereof,
the Project Company shall not be entitled to invoke the benefits of Clause 6.15(a)
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EXECUTION VERSION
(Extension of Milestone Dates) of this Agreement in respect of the relevant Ashghal

Risk Event.
(c) If a Force Majeure Event causes a delay that has, or is reasonably likely to have, the
effect of delaying the achievement of the Project Commercial Operation Date, then
the provisions of Clause 15.7 (Effects of a Force Majeure Event Prior to Project
Commercial Operation Date) shall apply.
6.16 Project Company Liquidated Damages for Delay

(a) The Project Company acknowledges that Ashghal will suffer actual damages if, due to
a failure or delay in the performance of the Project Company's obligations under this
Agreement (subject to any extension granted under Clause 6.15 (Extension of
Milestone Dates)) caused by the Project Company (or its Contractors) and, in each
case, not otherwise excused under Clause 15 (Force Majeure), the Project Company
fails to achieve the Project Commercial Operation Date by the Scheduled Project
Commercial Operation Date. In the event of such failure, without prejudice to
Ashghal's rights under Clause 17.3(a) (Project Company Event of Default), the Project
Company shall pay liquidated damages to Ashghal for each Day (or any part thereof)
of delay at a rate of 908,262 Qatari Riyals (QAR 908,262) per Day for each Day of
delay, commencing on the Scheduled Project Commercial Operation Date until the
earlier of (i) the Project Commercial Operation Date, and (ii) the Long-Stop Date.
(b) Any liquidated damages payable pursuant to this Clause 6.16 (Project Company
Liquidated Damages for Delay) shall be paid by the Project Company within thirty
(30) Days of the date of the Project Company's receipt of an invoice from Ashghal
setting forth the amount of liquidated damages which are then due and payable by
the Project Company. If the Project Company fails to pay such liquidated damages
when due, Ashghal shall be entitled to claim such amounts under the Development
Security. To the extent that the Project Company's liability for liquidated damages
under this Clause 6.16 (Project Company Liquidated Damages for Delay) exceeds the
then current balance of the Development Security, the Project Company shall be
obliged to make direct payments of any excess amount to Ashghal, and Ashghal shall
have the right to deduct such amounts from future payments to be made pursuant to
Schedule 11 (Payment Mechanism) in the immediately following Billing Period
until the full amount shall have been deducted.
(i) the delay liquidated damages payable pursuant to this Clause 6.16 (Project
Company Liquidated Damages for Delay) represent a genuine pre-estimate of
all losses, liabilities, damages, costs, charges or expenses that Ashghal is likely
to suffer as a result of the failure of the Project Company to achieve the Project
Commercial Operation Date by the Scheduled Project Commercial Operation
Date, and it is neither extravagant nor unconscionable for Ashghal to recover
such amount in the context of the Project; and
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EXECUTION VERSION

imposing such liquidated damages as a payment for the failure of the Project
Company to achieve the Project Commercial Operation Date by the Scheduled
Project Commercial Operation Date which would not be satisfied by a right to
recover damages on an unliquidated basis for such default.
6.17 Liquidated Damages for Abandonment

(a) If, prior to the Project Commercial Operation Date, Abandonment occurs, in addition
to any rights or remedies that Ashghal may have pursuant to Clause 17 (Termination),
the Project Company shall pay to Ashghal as liquidated damages an amount equal to
the balance of the Development Security as at the date Abandonment occurs after any
amounts paid or payable under Clause 6.16 (Project Company Liquidated Damages
for Delay) have been paid.
(b) Any liquidated damages payable pursuant to this Clause 6.17 (Liquidated Damages
for Abandonment) shall be paid by the Project Company within thirty (30) Days of
the date of the Project Company's receipt of an invoice from Ashghal setting forth the
amount of liquidated damages which are then due and payable by the Project
Company. If the Project Company fails to pay such liquidated damages when due,
Ashghal shall be entitled to claim such amounts under the Development Security. To
the extent that the Project Company's liability for liquidated damages under Clause
6.17(a) (Liquidated Damages for Abandonment) exceeds the then current balance of
the Development Security, the Project Company shall be obliged to make direct
payments of any excess amount to Ashghal.
(i) the liquidated damages payable pursuant to this Clause 6.17 (Liquidated
Damages for Abandonment) represent a genuine pre-estimate of all losses,
liabilities, damages, costs, charges or expenses that would be suffered by
Ashghal arising out of or in relation to Abandonment, and it is neither
extravagant nor unconscionable for Ashghal to recover such amount in the
context of the Project; and

imposing such liquidated damages as a payment for Abandonment by the
Project Company which would not be satisfied by a right to recover damages
on an unliquidated basis for such default.
6.18 Exclusive Remedy

(a) Subject to section (b) below, except for Ashghal's rights to terminate this Agreement
in accordance with Clause 17 (Termination), payment of the liquidated damages as
specified in Clauses 6.16(b) (Project Company Liquidated Damages for Delay), 6.16(b)
(Project Company Liquidated Damages for Delay) and 6.17 (Liquidated Damages for
Abandonment) shall be Ashghal's exclusive remedy for the Project Company's failure
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EXECUTION VERSION
to achieve the milestone dates as set forth in the Construction Programme or for
Abandonment.
(b) If Clause 6.16(b) (Project Company Liquidated Damages for Delay) or Clause 6.17(a)
(Liquidated Damages for Abandonment) is found for any reason to be void, invalid or
otherwise inoperative so as to disentitle Ashghal from claiming liquidated damages
under such Clause, Ashghal is entitled to claim against the Project Company general
damages at law for the Project Company's failure to reach milestone dates as set forth
in the Construction Programme or for Abandonment, subject to the limitation that
such damages must not exceed the amounts set out in Clause 6.16(a) (Project
Company Liquidated Damages for Delay) or 6.16(b) (Project Company Liquidated
Damages for Delay) for any Day of delay or Clause 6.17(a) (Liquidated Damages for
Abandonment), as the case may be (excluding any commission which Ashghal may be
entitled to receive in addition to and calculated on such damages).
6.19 Start-Up and Commercial Operation
6.20 Start-up Utilities and Supply of Influent

(a) The Project Company shall be responsible for procuring, at its cost, all utilities,
chemicals, electricity and fuel required for the start-up, testing and commissioning of
the Project Assets.
(b) In accordance with the schedule advised by the Project Company, Ashghal shall
supply Influent at the Influent Delivery Points on reasonable prior notice from the
Project Company to allow the Project Company to complete the Acceptance Tests and
Availability Performance Tests, as provided in Clause 6.21 (Acceptance Test
Procedures) and Schedule 3 (Acceptance and Availability Test Requirements).
6.21 Acceptance Test Procedures

(a) The Project Company shall be responsible for developing and implementing
inspection, pre-commissioning, commissioning and testing of the Project Assets
accordance with the technical specifications set out in the Schedule 2 (Design and
Construction Requirements), Schedule 3 (Acceptance and Availability Test
Requirements), and Schedule 6 (Guaranteed Output Performance
Requirements), and shall notify Ashghal in advance of all such testing in
accordance with Schedule 3 (Acceptance and Availability Test Requirements).
(b) The Project Company shall be responsible for preparing and submitting an Inspection
and Testing Plan in accordance with section 2.2.16 of Schedule 9 (Reporting and
Submission Requirements) for a No Objection by Ashghal. Any Dispute over the
adequacy of the Inspection and Testing Plan that cannot be resolved pursuant to
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EXECUTION VERSION
(c) Ashghal, the Project Engineer and their designees shall be entitled to be present at
any such testing as provided in Schedule 3 (Acceptance and Availability Test
Requirements).
(d) As the Project Company implements its Inspection and Testing Plan, it shall be
responsible for preparing and submitting the Testing and Commissioning Reports in
accordance with section 2.2.18 of Schedule 9 (Reporting and Submission
Requirements) for a No Objection by Ashghal.
6.22 Completion of the Project Assets and Commercial Operation

(a) The commercial operation date for the Initial Phase (the “Project Commercial
Operation Date”) shall occur following the certification by Ashghal in accordance
with section 5.4 of Schedule 3 (Acceptance and Availability Test Requirements)
that the Project Assets has achieved Completion, provided that the Project
Commercial Operation Date shall be no earlier than the Scheduled Project
Commercial Operation Date (except at Ashghal’s absolute discretion).
(b) If the Project Company has reasonable grounds to believe that Completion has been
achieved, the Project Company shall notify Ashghal and Project Engineer to that effect
in writing (the Completion Notice);
(c) Upon receipt by Ashghal of the Completion Notice, Ashghal shall within the time
specified in section 5.4 of Schedule 3 (Acceptance and Availability Test
Requirements) notify the Project Company as to whether Ashghal:
(i) agrees that Completion has been achieved; or
(ii) does not agree that Completion has been achieved in which case Ashghal and
the Project Company shall use reasonable endeavours to agree as to whether
Completion has been achieved.
Any Dispute over whether the Project Commercial Operation Date has been achieved
that cannot be resolved pursuant to Clause 23.1 (Negotiation) shall be referred to the
Independent Expert for resolution pursuant to Clause 23.2 (Independent Expert).
(d) If it is agreed or determined that Completion has been achieved, then Ashghal shall
issue the Commercial Operation Certificate and the Project Commercial Operation
Date shall be the date immediately following such date.
(e) If it is agreed or determined that Completion has not been achieved, then until
Completion has been achieved the Project Commercial Operation Date shall not have
occurred.
6.23 Performance Security

(a) The Project Company shall, in relation to the performance of its obligations under this
Agreement during the Commercial Operation Period, provide to Ashghal within ten
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EXECUTION VERSION
(10) Business Days following the Project Commercial Operation Date, an irrevocable
and unconditional guarantee from a bank agreed with Ashghal for a sum equivalent
to 57,738,934 Qatari Riyals (QAR 57,738,934) substantially in the form set out in
Schedule 21 (Form of Performance Security) (the "Performance Security").
On each anniversary of the Project Commercial Operation Date through the expiry of
the Term, the Performance Security shall be replaced with a new irrevocable and
unconditional guarantee from a bank agreed with Ashghal for a sum equivalent to
57,738,934 Qatari Riyals (QAR 57,738,934) (provided that in no circumstances shall
the Performance Security for the previous year be released until it has been replaced
in accordance with this Clause 6.23(a) (Performance Security). No interest shall be
paid for the Performance Security by Ashghal and no lender to the Project or creditor
to the Project Company shall place a lien on it.
(b) If at any time the credit rating of the scheduled bank which issued the Performance
Security in place at that time is downgraded below investment grade by any reputable
credit rating agency, Ashghal may require the Project Company to replace the
Performance Security with an equivalent irrevocable and unconditional guarantee
from another bank agreed with Ashghal.
(c) Notwithstanding anything to the contrary contained in this Agreement, in the event
the Performance Security (or a replacement Performance Security) has not been
provided by the Project Company in accordance with the provisions specified in
Clause 6.23(a) (Performance Security), Ashghal may encash the Development
Security, if the Development Security is still required to be maintained in effect in
accordance with Clause 4.1(a) (Project Company's Obligations), and appropriate the
proceeds thereof as damages, and thereupon or, if the Development Security is not
still required to be maintained in effect in accordance with Clause 4.1(a) (Project
Company's Obligations) Ashghal shall have the right to give written notice under this
Clause 6.23(c) (Performance Security) that, all rights, privileges, Claims and
entitlements of the Project Company under or arising out of this Agreement shall be
deemed to have been waived by, and to have ceased with the concurrence of the
Project Company, and Ashghal shall be entitled to terminate this Agreement in
accordance with Clause 17 (Termination).
(d) Upon occurrence of a breach or default by the Project Company during the
Commercial Operation Period, Ashghal shall, without prejudice to its other rights and
remedies hereunder or in law, be entitled to encash and appropriate the relevant
amounts from the Performance Security as damages for such breach or default. Upon
such encashment and appropriation from the Performance Security, the Project
Company shall, within thirty (30) Days thereof, replenish, in case of partial
appropriation, to its original level the Performance Security, and in case of
appropriation of the entire Performance Security provide a replacement Performance
Security, as the case may be, and the Project Company shall, within the time so
granted, replenish or furnish a replacement Performance Security as aforesaid failing
which Ashghal shall be entitled to terminate this Agreement in accordance with
Clause 17 (Termination).
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EXECUTION VERSION
(e) The Performance Security shall remain in full force and effect for the entire
Commercial Operation Period and shall be released after one hundred and fifty (150)
Days following the expiry of the Term; provided, however, that the Performance
Security shall not be released if any amount to be paid by the Project Company to
Ashghal is due.
6.24 Deemed Commissioning – Initial Phase

(a) Without prejudice to the provisions of Clause 6.15 (Extension of Milestone Dates), if
the Project Company is ready to conduct an Acceptance Test for the Project Assets in
accordance with Schedule 3 (Acceptance and Availability Test Requirements),
but is unable to do so due to a Political Force Majeure Event or any Ashghal Risk
Event, then, provided that the Project Company shall have made all reasonable efforts
to prevent and mitigate the effect of such Political Force Majeure Event or Ashghal
Risk Event, on and from the date on which the Project Company would have achieved
the Project Commercial Operation Date but for the occurrence of such Political Force
Majeure Event or Ashghal Risk Event until the date on which the Project Commercial
Operation Date has been achieved (the Deemed Commissioning Period):
(i) the Project Company shall be deemed to have achieved the Project
Commercial Operation Date;
(ii) the Availability Performance Test Criteria shall be deemed to have been
achieved; and
(iii) the Project Company shall be entitled to Capacity Payments, Supplemental

Payments and Output Payments on the basis of deemed Availability pursuant
to this Clause 6.24(a) (Deemed Commissioning – Initial Phase),
provided, however, that, if the Project Commercial Operation Date shall have been
deemed to have been achieved pursuant to this Clause 6.24(a) (Deemed
Commissioning – Initial Phase) and thereafter, following testing, it is determined that
Completion has not been achieved or the Project Company is otherwise in breach of
its obligations to achieve the Project Commercial Operation Date, then:
(iv) such Project Commercial Operation Date and Availability Performance Test
Criteria shall thereafter cease to be deemed to have been achieved; and
(b) the Capacity Payments, Supplemental Payments and Output Payments paid by
Ashghal during the Deemed Commissioning Period, together with interest accrued at
the Late Payment Rate, shall be credited against future payments to be made pursuant
to 0 (Invoicing and Payment Procedure) in the immediately following Billing
Period.
7. EXPANSION OPTION
7.1 Background to Expansion Phase
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EXECUTION VERSION
(a) The Parties agree and understand that:
(i) at any time during the Term, Ashghal may require additional Influent
treatment capacity in Qatar and may in its sole discretion procure the
Expansion Phase;
(ii) Ashghal has sole discretion to determine its procurement strategy and
structure for the Expansion Phase; and
(iii) Ashghal may procure the Expansion Phase from the Project Company or from
a third-party through a competitive tender process.
7.2 Expansion Notice

(a) Prior to the issue of an Expansion Notice, Ashghal shall decide the Expansion Scope
being, 150,000 m3/Day, 300,000 m3/Day, 450,000 m3/Day, or such other suitable
capacity as decided by Ashghal.
(b) Subject to Clause 7.3(a)(iv) (Project Company Expansion Option), Ashghal shall have
the right to exercise an Expansion Notice three times during the Term of this
Agreement to achieve the Expansion Scope.
(c) Ashghal may at any time during the Term decide to develop an Expansion Phase by
issuing an Expansion Notice.
(d) Each Expansion Notice shall set out the Expansion Scope and shall also set out
whether or not that Expansion Phase be developed by the Project Company (which
instruction shall be a “Project Company Expansion Option”) or by a third-party
developer by procuring the Expansion Phase through a competitive tender process
(which instruction shall be a “Third Party Expansion Option”).
(e) An Expansion Notice that contains a Third Party Expansion Option shall be served on
the Project Company and the Project Company shall be allowed to participate in any
such competitive tender process that Ashghal procure for the Expansion Scope.
7.3 Project Company Expansion Option

(a) Within ninety (90) Days of Ashghal issuing an Expansion Notice that contains a
Project Company Expansion Option:
(i) the Parties shall meet to agree the amendments to the terms of this Agreement
to reflect the Project Company Expansion Option including, inter alia, the
Term and Service Payments;
(ii) if the Parties cannot agree any changes to the Service Payments in accordance
with Clause 7.3(a)(i) (Project Company Expansion Option), the Project
Company shall provide such information as may be reasonably requested by
Ashghal to enable Ashghal to consider the cost of carrying out the Expansion
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Phase, including, if requested and at Project Company’s expense,

independently audited statements as to the accuracy and validity of such
information. Such information shall include Project Company’s detailed
analysis of prices, costs and Financial Model inputs and the consequences for
the relevant Service Payments to deliver the Project Company Expansion
Option;
(iii) the obligation of the Project Company to develop, finance, design, engineer,
procure, manufacture, factory test, transport, construct, erect, install,
complete, test and commission the Expansion Phase shall be contingent on
the agreement of the terms between the Parties; and
(iv) if no agreement is reached on the required terms to reflect the Project

Company Expansion Option, Ashghal shall have the right to withdraw the
Expansion Notice that contains a Project Company Expansion Option and
submit an Expansion Notice that contains a Third Party Expansion Option.
7.4 Third Party Expansion Option

(a) Within ninety (90) Days of Ashghal issuing an Expansion Notice that contains the
Third Party Expansion Option:
(i) the Project Company shall agree with Ashghal the final terms of the Shared
Facilities Agreement to be entered into between Ashghal, Project Company,
and the third-party which will carry out the Expansion Phase under the Third
Party Expansion Option; and
(ii) the terms of the Shared Facilities Agreement shall be substantially in

accordance with the form of Shared Facilities Agreement attached as Schedule
25 (Shared Facilities Agreement Term Sheet).
(b) For the avoidance of doubt, the exercise by Ashghal of a Third- Party Expansion
Option shall not create any new obligations on Project Company under this
Agreement other than as relates to the negotiation and execution of the final Shared
Facilities Agreement, and the fulfilment of the Project Company’s obligations
thereunder.
8. OPERATION AND MAINTENANCE

8.1 Operation and Maintenance Obligations
(a) The Project Company shall:
(i) operate, maintain and repair the Project Assets (which for the avoidance of
doubt shall, for purposes of this Clause 8 (Operation and Maintenance),
include the Shared Facilities, and shall exclude the Kahramaa Facilities) in a
manner consistent with this Agreement including but not limited to Schedule
4 (Service Requirements), Good Utility Practice, and in accordance with
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any applicable Legal Requirements, the Environmental Standards, the

Operation and Maintenance Plan, the Scheduled Maintenance Programme
and the Capital Maintenance Programme;
(ii) employ in and at the Project Assets all safety devices and safety practices
required by applicable Legal Requirements, the requirements of Schedule 2
(Design and Construction Requirements), all Insurance Policies and
Good Utility Practice;
(iii) operate and maintain the Project Assets so as to prevent the release or
leaching of any Hazardous Substances affecting the Project Site or
surrounding environs (including the soil, subsoil, surface water or
groundwater);
(iv) consistent with Good Utility Practice, keep accurate and up to date records of
any accident or other occurrence at the Project Site that results in injury to
persons or damage to property, and shall provide to Ashghal reasonable
access to such records, subject to requirements of confidentiality; and
(v) ensure that its personnel are on duty at the Project Assets at all times,
twenty-four (24) hours a Day and seven (7) Days a week during the
Commercial Operation Period.
8.2 Operation and Maintenance Plan

(a) The Project Company shall, at its own cost and expense, develop a written Operation
and Maintenance Plan for the Project Assets in accordance with this Clause 8.2
(Operation and Maintenance Plan) and section 3.2.1 of Schedule 9 (Reporting and
(b) The Operation and Maintenance Plan shall:
(i) be based on the design parameters of the Project Assets and other
requirements specified in Schedule 2 (Design and Construction
Requirements);
(ii) incorporate operation and maintenance procedures specified or

recommended by the Project Assets equipment suppliers and manufacturers
in their operator's manuals;
(iii) be consistent with Good Utility Practice;
(iv) provide comprehensive procedures for all operational interfaces between

Ashghal and the Project Company;
(v) be comprehensive with respect to the operation and maintenance Services set
out in Schedule 4 (Service Requirements); and
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(vi) comply with all requirements as set out in section 3.2.1 of Schedule 9
(Reporting and Submission Requirements).
(c) The Project Company shall submit a draft of:
(i) the Operation and Maintenance Plan to Ashghal no later than three hundred
and sixty-five (365) Days prior to the Project Commercial Operation Date as
per Schedule 9 (Reporting and Submission Requirements);
(d) Within sixty (60) Days of its receipt thereof, Ashghal shall have the right to provide
comments on the draft Operation and Maintenance Plan.
(e) If, within such sixty (60) Day period, Ashghal does not provide any comments, the
draft proposed by the Project Company shall become the Operation and Maintenance
Plan.
(f) If Ashghal provides comments on the draft Operation and Maintenance Plan within
such sixty (60) Day period, the Project Company shall, within thirty (30) Days of its
receipt of such comments, either incorporate the requested changes to the draft
Operation and Maintenance Plan or request a meeting with Ashghal and Project
Engineer to discuss any outstanding requested changes. Any Dispute over the
requested changes still not resolved within ten (10) Days following any such meeting
between the Parties shall be referred to the Independent Expert for resolution
(g) The Project Company acknowledges and agrees that no review or approval by Ashghal
or Project Engineer of the Operation and Maintenance Plan shall relieve the Project
Company from any liability it would otherwise have under this Agreement, and that
neither Ashghal, Project Engineer nor any of its representatives shall be liable to the
Project Company or any other person by reason of its review or approval of the
Operation and Maintenance Plan.
8.3 Scheduled, Capital and Unscheduled Maintenance Obligations

(a) The Project Company shall, at its own expense, be obliged to develop, implement, and
update annually a Scheduled Maintenance Programme and a Capital Maintenance
Programme consistent with this Agreement including but not limited to Schedule 4
(Service Requirements) and Schedule 9 (Reporting and Submission
Requirements), all applicable Legal Requirements and Good Utility Practice, such
that the operating condition of the Project Assets is maintained, without the need for
outages, to maximize its ability to receive and treat on a daily basis the Influent
delivered to it in accordance with this Agreement and to produce the TSE and
By-Products to the Guaranteed Output Performance Requirements in accordance
with this Agreement.
(b) In addition, for each Contract Year during the Commercial Operation Period, the
Project Company shall deliver to Ashghal a Scheduled Maintenance Programme and
a Capital Maintenance Programme at least sixty (60) Days prior to the Project
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Commercial Operation Date and thereafter sixty (60) Days prior to each new Contract
Year. Ashghal shall within thirty (30) Days of receipt of each such Scheduled
Maintenance Programme and Capital Maintenance Programme be entitled to:
(i) request a consultation with the Project Company as regards the contents of
such Scheduled Maintenance Programme and Capital Maintenance
Programme which consultation shall occur within five (5) Business Days of
being requested; and
(ii) provide comments to such Scheduled Maintenance Programme and Capital

Maintenance Programme so as to ensure that the Scheduled Maintenance
Programme and Capital Maintenance Programme each comply with the
Project Company's obligations under Clause 8.3(a) (Scheduled, Capital and
Unscheduled Maintenance Obligations),
and Ashghal shall bear no responsibility or liability under this Agreement or otherwise,
and the Project Company specifically waives its rights to make any Claim against
Ashghal for any delay, additional costs or other consequences arising directly or
indirectly from such consultation or comments (or the failure to request such
consultation or provide such comments).
(c) The Project Company shall modify any such proposed Scheduled Maintenance
Programme and Capital Maintenance Programme based on such consultation or
comments (if any) and in the event such proposed Scheduled Maintenance
Programme and Capital Maintenance Programme is so modified shall provide
Ashghal with a revised version of such Scheduled Maintenance Programme and
Capital Maintenance Programme prior to the Project Commercial Operation Date and
each new Contract Year to which they relate. The Project Company shall revise and
amend the draft Scheduled Maintenance Programme and Capital Maintenance
Programme delivered pursuant to this Clause 8.3(c) (Scheduled, Capital and
Unscheduled Maintenance Obligations) in accordance with any reasonable comments
made thereon by Ashghal to ensure that the Scheduled Maintenance Programme and
Capital Maintenance Programme complies with the Project Company's obligations
under Clause 8.3(a) (Scheduled, Capital and Unscheduled Maintenance Obligations)
(any such comments to be made in writing within thirty (30) Days of receipt by
Ashghal of the draft Scheduled Maintenance Programme and Capital Maintenance
Programme, failing which Ashghal shall be deemed to have no comments on the
Scheduled Maintenance Programme and Capital Maintenance Programme). If the
Parties are unable to agree the contents of any proposed Scheduled Maintenance
Programme and Capital Maintenance Programme, the Dispute shall be referred to the
Independent Expert for resolution pursuant to Clause 23.2 (Independent Expert). In
the interim the Project Company shall implement the Scheduled Maintenance
Programme and Capital Maintenance Programme prepared by the Project Company
in accordance with this Clause 8.3(c) (Scheduled, Capital and Unscheduled
Maintenance Obligations).
(d) Without in any way limiting the generality of Clause 8.3(a) (Scheduled, Capital and
Unscheduled Maintenance Obligations), the Project Company shall during each
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Contract Year implement and abide by the Scheduled Maintenance Programme and
Capital Maintenance Programme applicable for such Contract Year.
(e) In addition to compliance the Scheduled Maintenance Programme and Capital

Maintenance Programme, the Project Company shall undertake unscheduled
maintenance of the Project Assets consistent with this Agreement including but not
limited to Schedule 4 (Service Requirements), all applicable Legal Requirements
and Good Utility Practice, such that the operating condition of the Project Assets is
maintained, without the need for outages, to maximize its ability to receive and treat
on a daily basis the Influent delivered to it in accordance with this Agreement and to
produce the TSE and By-Products to the Guaranteed Output Performance
Requirements in accordance with this Agreement.
8.4 Monthly Operations and Maintenance Reporting Obligations

(a) Commencing one Month after the Project Commercial Operation Date, and monthly
thereafter, the Project Company shall prepare and submit the following reports to
Ashghal regarding the operation and maintenance of the Project Assets:
(i) GOPR Adherence Reports, as per section 3.2.16 of Schedule 9 (Reporting

and Submission Requirements) for No Objection by Ashghal;
(ii) Monthly Operating Reports, as per Schedule 9 (Reporting and

Submission Requirements) for No Objection by Ashghal; and
(iii) Public Health Declaration & Register, as per Schedule 9 (Reporting and
(b) Any Dispute over the GOPR Adherence Reports or Monthly Operating Reports that
cannot be resolved pursuant to Clause 23.1 (Negotiation) shall be referred to the
Independent Expert for resolution pursuant to 23.2 (Independent Expert).
8.5 Quarterly Operations and Maintenance Reporting Obligations

Commencing three Months after the Project Commercial Operation Date, and every three (3)
Months thereafter, the Project Company shall prepare and submit the results of each planned
and unplanned inspection calibration or test of the Metering and Monitoring System as per
Schedule 7 (Metering and Monitoring Requirements) and Schedule 9 (Reporting and
8.6 Environmental Persistent Breach Events

In addition to other rights under this Agreement or otherwise, if an Environmental Persistent
Breach Event occurs, then the Project Company shall promptly and in any event not more than
thirty (30) Days following the occurrence of an Environmental Persistent Breach Event, prepare
and provide to Ashghal a plan for rectifying the breach (“an Environmental Persistent
Breach Rectification Plan”) for approval by Ashghal. If the Parties are unable to agree the
Environmental Persistent Breach Rectification Plan within thirty (30) Days of the date on which
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the draft Environmental Persistent Breach Rectification Plan was provided to Ashghal, the
Dispute shall be referred to the Independent Expert for resolution pursuant to Clause 23.2
(Independent Expert). The Project Company shall promptly implement the Environmental
Persistent Breach Rectification Plan as agreed or determined in accordance with this Clause 8.4
(Monthly Operations and Maintenance Reporting Obligations).
8.7 Intellectual Property

(a) The Project Company:
(i) hereby grants to Ashghal, free of charge, an irrevocable, non-exclusive and

transferable (but only to an assignee or transferee of any rights or benefits
under this Agreement or upon or at any time following termination of this
Agreement) license (carrying the right to grant sub licenses) to use the
Intellectual Property Rights relating to the Project Assets which are or become
vested in the Project Company; and
(ii) shall, where any such Intellectual Property Rights are or become vested in a
third party, use all reasonable endeavours to procure the grant of a
comparable license to that referred to in Clause 8.7(a)(i) (Intellectual Property)
to Ashghal,
in both cases to use the same to the extent require to enjoy the benefits of this
Agreement.
(b) The Project Company shall use all reasonable endeavours to ensure that any such
Intellectual Property Rights created, brought into existence or acquired during the
Term of this Agreement vest, and remain vested throughout the Term of this
Agreement, in the Project Company and the Project Company shall enter into
appropriate agreements with any third parties that may create or bring into existence,
or from which it may acquire, any such Intellectual Property Rights.
(c) To the extent that any of the data, materials and documents referred to in this Clause
8.7 (Intellectual Property) are generated by or maintained on a computer or similar
system, the Project Company shall use all reasonable endeavours to procure for the
benefit of Ashghal at no charge or at the lowest reasonable fee, the grant of a license
or sub license for any relevant software to enable Ashghal or its nominee to access and
otherwise use (Subject to the payment by Ashghal of the relevant fee, if any) such data
to the extent required to enjoy the benefits of this Agreement. As an alternative, the
Project Company may provide such data, materials or documents in a format which
may be read by software generally available in the market at the relevant time or in
hard copy format.
(d) Where a Claim is made or brought against Ashghal which arises out of the
infringement of any Intellectual Property Rights or because the use of any materials,
Project Assets, machinery or equipment in connection with the Project Assets, or the
Project, infringes any Intellectual Property Rights of a third party, then, unless such
infringement has arisen out of the use of any Intellectual Property Rights by or on
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behalf of Ashghal otherwise than in accordance with the terms of this Agreement, the
Project Company shall indemnify Ashghal at all times from any and all such Claims.
(e) Where a Claim is made or brought against the Project Company which arises out of
the infringement of any Intellectual Property Rights or because the use of any
materials, Project Assets, machinery or equipment in connection with the Project
Assets or the Project infringes any rights in or to any Intellectual Property Rights of a
third party, then, if such infringement has arisen out of the use of any Intellectual
Property Rights by or on behalf of Ashghal otherwise than in accordance with the
terms of this Agreement and otherwise than as a result of a breach of this Clause 8.7
(Intellectual Property) by the Project Company, then Ashghal shall indemnify the
Project Company at all times from and against all such Claims.
(f) Ashghal hereby grants to the Project Company a non-transferable, non-exclusive,

royalty-free license (carrying the right to grant sub-licenses) to use for the duration of
this Agreement only and only for purposes directly relating to the Project any
Intellectual Property Rights relating to the Project which are or become vested in
Ashghal.
9. SUPPLY OF ELECTRICITY AND OTHER

UTILITIES
9.1 Project Company’s responsibilities
(a) The Project Company shall be responsible, at its own cost and risk, for the
construction of:
(i) the Kahramaa Facilities and infrastructure necessary for the supply of
electricity to the other Project Assets in accordance with Clause 6.6
(Construction of the Kahramaa Facilities);
(ii) potable water connections and related infrastructure necessary for the supply
of potable water to the Project Assets; and
(iii) telecommunication links, including telephone, facsimile and internet, to the

Project Assets,
together the Utilities Works, and in all cases, the Project Company shall be
responsible for connecting the Utilities Works to the Utilities Handback Points.
(b) The Project Company shall procure that the Utilities Works are carried out:
(i) by an appropriately qualified contractor selected from the list of approved

contractors maintained by the relevant public utility company; and
(ii) to the standards required by such public utility companies.
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9.2 Supply of Electricity

(a) The Project Company shall at its own cost and risk:
(i) construct temporary electricity interconnections and supply and install

temporary generators for the supply of electricity required for the
construction, start-up, testing and commissioning of the Project Assets;
(ii) construct the Electricity Delivery Point and the Electricity Metering Station in
accordance with this Agreement and the requirements of Kahramaa; and
(iii) procure all electricity required for the construction, start-up, testing, and
commissioning of the Project Assets.
(b) The provision of such supplies of electricity under Clause 9.2(a) (Supply of Electricity)
shall be at the sole discretion of Kahramaa however Ashghal shall provide the Project
Company with any reasonable assistance necessary for the Project Company to
procure such supplies provided that Ashghal shall bear no costs, responsibility or
liability whatsoever under this Agreement or otherwise, and the Project Company
specifically waives its rights to make any Claim, for any delay, additional costs or other
consequences arising directly or indirectly from such assistance (or the failure to
provide such assistance).
(c) The Project Company shall ensure that the construction of the Electricity Metering
Station and connection thereto of the Project Assets is performed in a manner
satisfactory to Kahramaa. The Project Company shall provide Kahramaa with all
pertinent information and data regarding design, engineering materials, equipment,
construction and other specifications which the Project Company proposes to use to
connect the Project Assets to the Electricity Delivery Point, and shall coordinate with
Ashghal to ensure prompt and safe interconnection.
(d) The Project Company shall:
(i) maintain the Electricity Delivery Point and Electricity Metering Stations in
accordance with the applicable Legal Requirements, Good Utility Practice and
the requirements of Kahramaa;
(ii) comply with all rules, regulations and requirements of Kahramaa as regards
to the calibration and maintenance of the Electricity Delivery Point and
Electricity Metering Stations; and
(iii) communicate and coordinate with Kahramaa in order to ensure the efficient
operation of the Electricity Delivery Point and Electricity Metering Stations.
(e) During the Commercial Operation Period, the Project Company shall be responsible
for procuring electricity required for the operation and maintenance of the Project
Assets.
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9.3 Back-up Electricity

(a) During the Commercial Operation Period (and to the extent required for testing and
commissioning), the Project Company shall, at its cost, procure and maintain at the
STW Facilities Site, a fuel oil or gas operated back-up electricity supply, independent
from the electricity supply provided by Kahramaa (such supply, the Back-up
Electricity). Subject to Clause 9.3(b) (Back-up Electricity), the Back-up Electricity
shall be sufficient to operate the Project Assets under the following circumstances:
(i) an inability of Ashghal or Kahramaa to procure the delivery of electricity to

the Electricity Delivery Point;
(ii) electricity being delivered to the Project Company at the Electricity Delivery
Point but not being used by the Project Company due to an outage of the
electrical system of the Project Assets; or
(iii) any other reason attributable to Ashghal.
(b) In the event that the Project Company is required to operate the Project Assets on
Back-up Electricity, the Project Company shall be required to receive and to treat
Influent delivered to the Influent Delivery Points and deliver TSE to the TSE Delivery
Points and process Sludge at the Project Assets in accordance with the provisions of
this Agreement from the time when the Project Company is required to operate the
Project Assets on Back-up Electricity.
(c) For the avoidance of doubt, the Project Company shall be permitted to commission
and operate the Project Assets using Back-up Electricity in any of the scenarios set
out in Clauses 9.3(a)(i) (Back-up Electricity) to 9.3(a)(iii) (Back-up Electricity).
(d) During the Commercial Operation Period, the Project Company shall operate and
maintain the Back-up Electricity at the Project Assets in accordance with the
provisions of this Agreement. Without prejudice to the foregoing, the Project
Company shall perform testing of the Back-up Electricity supply at the Project Assets
for a period of not less than four (4) Hours per Billing Period to ensure that the units
are in full working order. The Project Company shall be responsible for procuring at
its cost all of the fuel oil or gas required to test the Back-up Electricity supply in
accordance with this Clause 9.3(d) (Back-up Electricity) and operate the Project
Assets using Back-up Electricity. Such regular and functional testing shall be notified
by the Project Company to Ashghal and Project Engineer four (4) Business Days in
advance and meter readings for the fuel used in connection with such Back-up
Electricity shall be taken at the start of such testing and at the end of such testing. If
the Project Company fails to either perform or pass the test required by this Clause
9.3(d) (Back-up Electricity), this shall constitute an Additional Deduction Event –
Back-up Power.
(e) If the need to operate the Project Assets on Back-up Electricity arises under the
circumstances described in Clause 9.3(a) (Back-up Electricity) other than as a result
of the Project Company’s failure to comply with its obligations in this Agreement, the
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Project Company shall have the right to receive a Supplemental Payment as part of
the Service Payment pursuant to and in accordance with Schedule 11 (Payment
Mechanism) to cover the cost of the fuel for such Back-up Electricity only.
9.4 Risk of Loss

Ashghal shall be responsible for and shall bear the risk of loss of electricity, for whatever reason,
at all times before the delivery of such electricity at the Electricity Delivery Point.
The Project Company shall be responsible for and shall bear the risk of loss of electricity, for
whatever reason, at all times from and after the delivery of such electricity at the Electricity
Delivery Point.
10. INVOICING AND PAYMENT

10.1 Payment
(a) In consideration for the Project Company performing its obligations under this
Agreement, the Project Company shall be paid the following Service Payments by
Ashghal:
(i) Capacity Payment;
(ii) plus Output Payment;
(iii) plus Supplemental Payment;
(iv) minus Other Deductions,
all as calculated in Schedule 11 (Payment Mechanism).
(b) Each of the Service Payments shall be paid to the Project Company by Ashghal as
calculated in Schedule 11 (Payment Mechanism):
(i) the Capacity Payment shall be payable based on:
(A) the Capital Cost Payment;
(B) plus the Fixed O&M Payment;
(C) minus Capacity Payment Deductions.
(ii) the Output Payment shall be payable based on:
(A) the Electricity Payment;
(B) plus the Variable O&M Payment;
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(iii) the Supplemental Payment shall be payable based on the:
(A) Back-Up Electricity Payment;
(B) plus Influent Excuse Events Payment;
(C) plus Kahramaa Facilities Payment; and
(iv) Other Deductions shall be adjustments to the Service Payments based on:
(A) Environmental Persistent Breach Events;
(B) Additional Deduction Events;
(C) failure by the Project Company to produce TSE which

meets the 30-Day 90th Percentile TSE quality
requirements as set out in Schedule 11 (Payment
Mechanism); and
(D) there being a Qualifying Gain and Ashghal subsequently

electing to receive any of its Refinancing Gain from the
Service Payment itself as set out in section 4 (b) or section
4 (c) of Schedule 10 (Refinancing).
(c) The Service Payments are also subject to the additional adjustments set out in
Appendix E of Schedule 11 (Payment Mechanism).
10.2 Invoices issued

(a) Within four (4) Business Days of the end of each Billing Period, the Project Company
shall issue to Ashghal one itemised Invoice for the Service Payments on the basis of
the settlement data for such Billing Period, as described in section 2 of Schedule 11
(Payment Mechanism).
(b) Such Invoices shall set out the information specified in section 3 of Schedule 11
(Payment Mechanism) and shall be accompanied by supporting documents and
shall include the information for:
(i) Capacity Payment;
(ii) Output Payment;
(iii) Supplemental Payments; and
(iv) Other Deductions.
10.3 Payment Date
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Each invoice issued pursuant to this Agreement shall be due and payable within thirty (30)
Days from the date on which it is received (each such date, a Payment Date).
10.4 Method of Payment

Payment of all invoices issued pursuant to this Agreement shall be made on or before the
Payment Date by wire transfer of immediately available funds to such account or accounts
specified by Ashghal or the Project Company (as applicable) for such purpose. All payments
under this Agreement shall be in QAR unless stated otherwise.
10.5 Disputed Payments

(a) If the Party due to make the payment under any invoice (the Receiving Party)
disputes any portion or amount of such invoice, then the Receiving Party shall:
(i) inform the other Party (the Invoicing Party) of the reason for the dispute,
specifying the amount disputed (Disputed Amount); and
(ii) pay to the Invoicing Party the undisputed amounts contained in such invoice
on or before the relevant Payment Date.
Each Party agrees that invoices rendered by the other Party may only be disputed on
bona fide grounds.
(b) No previously undisputed Invoice or payment may be disputed by:
(i) the Project Company, more than sixty (60) Days after the Payment Date
thereof; and
(ii) by Ashghal, more than three hundred and sixty-five (365) Days after the
Payment Date thereof.
(c) The Parties shall use their reasonable endeavours to resolve the payment dispute by
amicable negotiation, provided that if the Parties are unable to resolve the dispute
within ten (10) Days of the Payment Date, the Dispute shall be referred to the
Independent Expert for resolution pursuant to Clause 23.2 (Independent Expert).
(d) If it is agreed or determined that a Party has:
(i) underpaid an invoice, such Party shall pay to the other Party the full amount
of the underpayment, together with the commission thereon at the Late
Payment Rate accrued from, but excluding, the relevant Payment Date to, and
including, the Day on which such underpayment is paid; or
(ii) overpaid an invoice, the Party who has received the overpayment shall be
obliged to repay the other Party the full amount of such overpayment, together
with commission thereon at the Late Payment Rate accrued from, but
excluding, the Day the amount of such overpayment was originally paid to,
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EXECUTION VERSION
and including, the Day on which the amount of such overpayment is fully
repaid. If agreed or determined that Ashghal has overpaid an invoice, Ashghal
shall have the right to deduct the amount of such overpayment plus any
commission from future payments in the immediately following Billing Period
until the full amount of the overpayment plus any commission shall have been
deducted.
10.6 Late Payments

Any amount under any invoice that is not paid in accordance with this Clause 10 (Invoicing and
Payment) on or before the Payment Date therefor shall bear commission at the Late Payment
Rate accrued from, but excluding, the relevant Payment Date to, and including, the Day on
which such payment is made.
10.7 Set-off
Ashghal shall be entitled, subject to providing not less than five (5) Business Days' notice to the
Project Company of its intention to do so, to set off against any sum payable by Ashghal to the
Project Company under the Agreement, any debt or other moneys due from the Project
Company to Ashghal under or in accordance with the Agreement.
10.8 Value Added Tax

(a) Ashghal and the Project Company agree that, should applicable Legal Requirements
require that VAT be imposed on amounts that either Party may invoice to (or
otherwise charge to) the other under or in connection with this Agreement, then the
Party receiving such invoice shall pay such VAT to the Party issuing the invoice, in
addition to the net price determined under this Agreement. Such VAT shall be
included by each Party in their invoices to the other Party and such VAT shall be
separately identified in the invoices so that the amount and rate of VAT invoiced is
expressly identified.
(b) Where there is a dispute in relation to an invoice then, subject to the provisions of
Qatari VAT Legal Requirements, the Parties reserve the right to reject the entire
invoice and request that a new invoice is issued for the undisputed portion in order to
claim VAT on such undisputed portion.
(c) Each Party shall include its VAT registration number on all invoices submitted to the
other. Each Party shall, in a timely manner, provide to the other valid and proper
invoices (including without limitation VAT or tax invoices) or other documentation
evidencing VAT chargeable or otherwise related to VAT.
(d) If required by the applicable Legal Requirements, each Party shall register for VAT
compliance purposes with the applicable Competent Authorities and provide the
other Party with evidence of such registration.
(e) Ashghal shall have no responsibility or liability for any non-payment or delay of
payment by the Project Company to the Government for any of the Project Company’s
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VAT obligations, and the Project Company indemnifies Ashghal for any such non-
payment or delay of payment.
11. METERING AND MONITORING SYSTEMS

11.1 Installation of Metering and Monitoring System
(a) The Project Company shall procure, install, own, operate, maintain, test and calibrate
the Metering and Monitoring System in accordance with Good Utility Practices and
the applicable provisions of Schedule 2 (Design and Construction
Requirements) and Schedule 7 (Metering and Monitoring Requirements).
Table 1 of Schedule 7 (Metering and Monitoring Requirements) sets out each
of the metering and monitoring stations that the Project Company shall procure at
the Project Site.
(b) The Project Company shall fulfil its procurement and installation obligations under
this Clause 11.1 (Installation of Metering and Monitoring System) by the dates set
forth in the Construction Programme. Each of the Metering and Monitoring Systems
shall be jointly sealed by Ashghal and the Project Company.
11.2 Reading of Meters

(a) The readings of the Metering and Monitoring System shall be performed by the
Project Company, at its own cost in accordance with Schedule 7 (Metering and
Monitoring Requirements). Ashghal may witness any reading.
(b) Schedule 7 (Metering and Monitoring Requirements) sets out the obligations
of Project Company to:
(i) meter the Influent through the Influent Metering and Monitoring System and
thereafter monitor specific information metered, how that information shall
be tested and how the Off Specification Influent shall be determined;
(ii) monitor through sampling from each tanker that delivers wastewater to the
Tanker Reception Facility;
(iii) meter the TSE through the TSE Metering and Monitoring System and
thereafter monitor specific information metered, how that information shall
be tested and how Off Specification TSE shall be determined;
(iv) meter the volume of Diversion Outflow plus the volume subsequently pumped
back to the STW Facilities from the Primary Treatment System, Secondary
Treatment Facilities and Tertiary Treatment System and thereafter analyse a
minimum of one composite sample of Diversion Outflow;
(v) meter and then monitor the Fine Screenings, Grit, Dewatered Sludge Cake,
and biogas;
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(vi) meter and monitor air emissions from stationary combustion sources;
(vii) monitor odour at the Project Site;
(viii) meter electricity usage for the Project Assets; and
(ix) monitor noise at the Project Site.
(c) Schedule 7 (Metering and Monitoring Requirements) section 8 sets out the
obligations on the Project Company to treat the measurement samples taken under
this Agreement in a specific manner including details on transportation and storage
arrangements, use of reserve samples and resolution of all disputes in relation to the
same.
(d) The Project Company shall put in place a general odour monitoring system and shall
carry out sampling of the air at four different points on the Project Site all as set out
in Schedule 7 (Metering and Monitoring Requirements).
(e) The Project Engineer shall be able to request that the noise level at the Project Site be
measured as set out in Schedule 7 (Metering and Monitoring Requirements).
11.3 Defective Metering and Monitoring Event

(a) If there is a Defective Metering and Monitoring Event, an adjustment shall be made
correcting all measurements made by such metering device during:
(i) the actual period when measurements were made by such metering device, if
that period can be determined to the mutual satisfaction of Ashghal and the
Project Company; or
(ii) if the actual period cannot be determined to the mutual satisfaction of Ashghal
and Project Company, one-half (1/2) of the period from the date of the last
test of such metering device to the date the event is discovered or the relevant
test is made,
(such period herein, the “Output Adjustment Period”).
(b) If Ashghal and Project Company are unable to agree on the amount of the adjustment
to be applied to the Output Adjustment Period, the amount of the adjustment shall be
determined:
(i) by correcting the error, if the percentage of error is ascertainable by

calibration, tests or mathematical calculation; or
(ii) if not so ascertainable, by estimating on the basis of deliveries or performance

under similar conditions during the period before the last test.
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(c) Within thirty (30) Days after the determination of the amount of any adjustment,
Ashghal shall pay to Project Company any additional amounts then due for the Total
STW Facilities Output or Available Project Assets’ Treatment Capacity delivered or
made available (as applicable) during the Output Adjustment Period, or Ashghal shall
be entitled to a credit against any subsequent payments for the Total STW Facilities
Output or Available Projects Assets’ Treatment Capacity delivered or made available
(as applicable), as the case may be.
11.4 Repair, Replacement and Recalibration

If any component of any of the Metering and Monitoring Systems is found to be outside the
Metering Threshold or otherwise not to be functioning properly in accordance with the design
and equipment parameters set forth in Schedule 2 (Design and Construction
Requirements) Schedule 7 (Metering and Monitoring Requirements), the Project
Company shall promptly recalibrate, repair or replace such system at its own expense. Any
recalibration of any of the Metering and Monitoring Systems shall be witnessed by
representatives of Ashghal and the Project Company and, upon completion of any such
recalibration or any repair or replacement of such metering systems the metering systems shall
be jointly sealed by Ashghal and the Project Company.
11.5 Testing and Access

(a) Ashghal and Project Company shall be entitled to request at any time a test of any
component of the Metering and Monitoring Systems. The Party that called for such
test shall be responsible for all costs associated with such test unless such test
discloses that the accuracy of the tested component is outside the Metering Threshold,
in which event the Project Company shall bear all such costs and shall repair, replace
or recalibrate such component as necessary.
(b) Ashghal shall be entitled to be present at, and to receive reasonable advance written
notice of, any test, inspection, maintenance and replacement of any part of the
Metering and Monitoring Systems performed by Project Company.
12. RECORDS, REPORTING AND AUDIT

12.1 Monitoring Rights
(a) Ashghal, Project Engineer, and their respective duly appointed representatives shall
have the right to:
(i) monitor the Project; and
(ii) review and make copies as reasonably requested by Ashghal and Project
Engineer of all materials required to be obtained and retained by the Project
Company pursuant to Clause 6.12 (Drawings, Test Results, Documentation)
and all materials pertinent to the exercise of Ashghal's and Project Engineer's
audit rights pursuant to Clause 12.2 (Books and Records and Audit Rights).
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(b) The purpose of such monitoring and review shall be to determine, in the case of
engineering, procurement and construction, whether the Project Assets are designed,
engineered, manufactured, supplied, procured, transported, erected, constructed,
installed, tested and commissioned in accordance with the design and equipment
parameters set forth in Schedule 2 (Design and Construction Requirements),
and to observe the progress of construction and installation work, and, in the case of
operations, to determine whether the Project Assets are being operated and
maintained in accordance with the terms of this Agreement.
(c) The Project Company shall permit Ashghal, Project Engineer and their duly appointed
representatives to conduct such monitoring and review during normal business hours
upon reasonable notice to the Project Company. Ashghal and Project Engineer shall
be entitled to conduct such monitoring and review at least twice each Month and at
such additional times as the Project Company may approve upon the request of
Ashghal or Project Engineer, which approval shall not be unreasonably withheld or
delayed.
(d) The Project Company shall provide, at its cost and expense, sufficient office space on
STW Facilities Site during the period up to Project Commercial Operation Date, for
use by the Project Engineer. Such space shall include all utilities and internet
connectivity sufficient to enable the Project Engineer to carry out its duties under the
Project Agreements.
(e) Such monitoring and review shall be conducted in the presence of and, in the case of
inquiries addressed to the Project Company's employees and contractors, through a
representative of the Project Company designated by the Project Company for this
purpose.
(f) The Project Company agrees to designate such a representative or representatives and
to make such representative available for all such monitoring and review. In the case
of monitoring of equipment or supplies, Ashghal or Project Engineer shall have the
right to conduct such monitoring with the prior approval of the Project Company,
which shall not be unreasonably withheld or delayed, in the presence of a
representative of the Project Company, at any and all locations inside or outside Qatar
at which such equipment and supplies are designed, manufactured, assembled or
tested.
(g) The Project Company shall ensure that the EPC Contract and the O&M Contract
provide for such rights as set out in this Agreement and require the EPC Contractor
and the O&M Contractor to require that their contracts with subcontractors and
suppliers provide for such rights.
(h) The foregoing provisions shall be without prejudice to Ashghal's and Project
Engineer’s inspection, monitoring and review rights with respect to the Project Assets
(or any part thereof) in connection with testing pursuant to Schedule 7 (Metering
and Monitoring Requirements) or as otherwise provided in this Agreement.
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(i) The Project Company shall provide to Ashghal and Project Engineer, promptly upon
becoming aware thereof, a report describing the occurrence of any act or condition
materially affecting the Project or the Project Company's ability to perform any of its
obligations under this Agreement and any other Project Agreements to which the
Project Company is a party.
(j) The Project Company hereby agrees that (i) any monitoring or review by Ashghal or
Project Engineer (or their respective representatives) pursuant to this Clause 12.1
(Monitoring Rights) is solely for their information and by conducting any such
monitoring or review, neither Ashghal nor Project Engineer (nor their respective
representatives) make (or shall be construed to make) any endorsement of the design
or representation or warranty of the safety, durability or reliability of the Project
Assets, or any part thereof, and (ii) it shall in no way represent to any third party that,
as a result of any monitoring or review by Ashghal or Project Engineer (or their
respective representatives) pursuant to this Clause 12.1 (Monitoring Rights), Ashghal
or Project Engineer (or their respective representatives) are in any way responsible
for the engineering, design or construction soundness of the Project Assets.
12.2 Books and Records and Audit Rights

(a) The Project Company shall comply with the Accounting Principles and maintain
proper books, data and records in accordance with the applicable Legal Requirements
and this Agreement.
(b) Ashghal (and its duly appointed representatives) may at reasonable times, and at their
expense, audit the Project Company's books, data and records in relation to testing,
metering, invoicing, payments, Claims, Claims for Increased Costs, termination
payments, reimbursements and any other charges to Ashghal based on the Project
Company's costs, in all such cases for the purpose of determining whether the Project
Company's charges to Ashghal have been computed in accordance with this
Agreement.
(c) Ashghal shall have the right, upon reasonable prior notice to the Project Company, to
examine or make copies of the books, data and records referred to in Clause 12.2(b)
(Books and Records and Audit Rights) during normal office hours during the period
such books, data and records are required to be maintained pursuant to Clause 12.2(d)
(Books and Records and Audit Rights).
(d) All books, data and records referred to in this Clause 12.2 (Books and Records and
Audit Rights) shall be maintained by the Project Company for a minimum period of
sixty (60) Months after the creation of such record or data and for any additional
length of time required by the applicable Legal Requirements. Upon the expiry of the
foregoing period, prior to disposing of, deleting or destroying any records or data, the
Project Company shall provide Ashghal with at least sixty (60) Days prior notice of its
intention to so do and Ashghal shall have the right to acquire such books, data and
records in lieu of such disposal, deletion or destruction by providing to the Project
Company notice of its intention to acquire the same within thirty (30) Days of the date
of Ashghal's receipt of the initial notice provided by the Project Company hereunder.
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(e) The Project Company hereby agrees that (i) any receipt, review or audit by Ashghal
(or its representatives) of any books, data, records or other documentation or
information pursuant to this Clause 12.2 (Books and Records and Audit Rights) is
solely for Ashghal's information and by such receipt, review or audit, Ashghal (nor
their respective representatives) makes (or shall be construed to make) any
endorsement as to the accuracy and completeness of any books, data or records, and
(ii) it shall in no way represent to any third party that, as a result of any receipt, review
or audit by Ashghal (or its representatives) of any books, data or records pursuant to
this Clause 12.2 (Books and Records and Audit Rights), Ashghal (or its representatives)
is in any way responsible for accuracy and completeness of any such books, data or
records.
(f) No exercise of any of Ashghal's or Project Engineer's prerogatives or rights pursuant

to this Clause 12 (Records, Reporting and Audit) or otherwise in this Agreement shall
extend to proprietary pricing and cost information of the Project Company (except
insofar as such information is subject to audit by Ashghal and Project Engineer
pursuant to this Clause 12.2 (Books and Records and Audit Rights)), nor be permitted
to hinder or impede the design, construction, management or operation and
maintenance of the Project Assets by the Project Company.
13. COVENANTS
13.1 Licences, Permits and Consents
The Project Company shall from time to time deliver to Ashghal copies of all Approvals that
have been issued to the Project Company and not previously delivered to Ashghal.
13.2 Other Business

The Project Company shall not:
(a) engage in any business activity other than as reasonably required to perform its
obligations and enjoy its rights under this Agreement; or
(b) enter into any agreement of merger, consolidation or amalgamation with any entity.
13.3 Project Agreements

(a) Subject to Clause 13.3(b) (Project Agreements), promptly following the execution and
delivery thereof, the Project Company shall deliver to Ashghal copies of any material
amendments, modifications or supplements to, or waiver under, any of the Project
Agreements.
(b) The Project Company shall deliver to Ashghal a notice executed by a duly authorised
officer setting out the terms of any of the foregoing in reasonable detail. The Project
Company may not enter into any such amendments or grant any such waivers without
the written approval of Ashghal, which approval shall not be unreasonably withheld
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EXECUTION VERSION
or delayed and which shall be deemed to have been granted by Ashghal if Ashghal
does not object to such amendment or waiver within such thirty (30) Days of receiving
notice thereof, provided that no approval shall be deemed to have been granted by
Ashghal if the Project Company shall have failed to provide Ashghal respectively with
such information as Ashghal may reasonably request to evaluate such amendment.
The Project Company acknowledges and agrees that any review or approval (actual or
deemed) by Ashghal of any amendments or waivers pursuant to this Clause 13.3(b)
(Project Agreements) shall in no way relieve the Project Company from any liability it
would otherwise have under this Agreement, and that neither Ashghal nor any of its
representatives shall be liable to the Project Company or the relevant Contractor by
reason of its review or approval of the amendments or waivers.
13.4 Refinancing
(a) The Project Company shall notify Ashghal at least ten (10) Business Days prior to
entering into negotiations in respect of a Refinancing subsequent to the Closing Date.
The completion of any such Refinancing shall be subject to the following provision:
(i) the Project Company shall at all times act in good faith with respect to the
Refinancing or potential or proposed Refinancing as set out in Schedule 10
(Refinancing);
(ii) the prior written consent of Ashghal, which shall not be unreasonably
withheld or delayed;
(iii) such Refinancing shall not (i) amend, modify or supplement the Project
Company’s obligations under any Project Agreements; or (ii) amend, modify
or supplement the Project Company’s incentive to comply with any Project
Agreement;
(iv) such Refinancing shall not amend, modify or supplement Ashghal’s liability
under any Project Agreement;
(v) the provisions of Schedule 10 (Refinancing) shall apply with regard to a

Refinancing;
(vi) including the right of Ashghal to receive a 50% share of any Refinancing Gain;
(vii) the agreement by Ashghal and the Project Company of the basis and method
of calculating the Refinancing Gain and the payment amount itself or the
resolution of a dispute in relation to the same;
(viii) the costs of each Party in relation to the Refinancing; and
(ix) Ashghal’s right to serve a Refinancing Notice on the Project Company.
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EXECUTION VERSION
(b) Ashghal shall not unreasonably withhold or delay its consent to a Refinancing to
obtain a greater share of the Refinancing Gain as defined in and calculated pursuant
to Schedule 10 (Refinancing).
13.5 Compliance with applicable Legal Requirements

Ashghal and the Project Company agree that all applicable Legal Requirements shall govern
their performance of this Agreement and each respectively shall comply in all material respects
with and shall keep in full force and effect all Approvals required to be in their respective names
for the performance of their respective obligations under this Agreement and the other Project
Agreements to which either is a party. Without limiting the generality of the foregoing, the
Project Company specifically acknowledges that applicable Legal Requirements prohibit the
import of goods or services manufactured, supplied or performed from or by any Adverse
Person.
13.6 National Participation

The Project Company shall, and shall cause its EPC Contractor and O&M Contractor (if
applicable) to:
(a) in relation to the use of construction equipment and other equipment, materials and
products produced and manufactured in the State of Qatar, comply with all applicable
Legal Requirements relating to the support for local products and goods and national
contractors;
(b) give preference to the use in the performance of its obligations under the Project
Agreements to Qatari labor, Qatari supervisory, professional and other personnel,
Qatari services and Qatari contractors;
(c) use in respect of any Insurance Policies obtained in connection with the Project
insurance companies, broker and agents registered in the State of Qatar; and
(d) in relation to air freight and transport of goods or people, comply with any
governmental directive pertaining to use of Qatar Airways.
14. INSURANCE
14.1 Insurance Policies
(a) The Project Company, at its sole cost and expense, shall obtain and maintain in effect
such insurance policies and coverage as is required by the applicable Legal
Requirements, the Financing Documents, Good Utility Practice, Schedule 17
(Minimum Insurance Requirements) and this Clause 14 (Insurance) (the
“Insurance Policies”), provided that such coverage may be changed as varied from
time to time with the prior written consent of Ashghal, which shall not be
unreasonably withheld or delayed. Nothing under this Clause 14.1 (Insurance Policies)
shall prevent the Project Company, at its sole cost and expense, from procuring
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EXECUTION VERSION
insurance cover in addition to those required under this Clause 14.1 (Insurance
Policies).
(b) Subject to Clause 13.5 (Compliance with applicable Legal Requirements), any
Insurance Policies or cover placed by the Project Company shall:
(i) be placed through a competitive process that includes Qatari insurance

companies; and
(ii) if placed with Qatari insurance companies, include reinsurance with reputable
underwriters having satisfactory financial strength.
14.2 Policy Endorsements

(a) The Project Company shall cause the insurers to provide the following endorsement
items in the Project Company's comprehensive or commercial general liability
Insurance Policies and, if applicable, umbrella or excess liability Insurance Policies,
relating to the ownership, construction, operation and maintenance of the Project
Assets:
(i) Ashghal shall receive thirty (30) Days' prior notice of any cancellation of the
Insurance Policies except in the event of non-payment of premium, in which
case the prior notice of cancellation period shall be ten (10) Days and any such
notice shall be delivered by courier;
(ii) the insurance shall be primary with respect to the interest of Ashghal and any
other insurance maintained by it is excess and not contributory with such
Insurance Policies; and
(iii) across liability Clause shall be made a part of the policy to provide that in the
event of claims being made by reason of:
(A) personal or bodily injuries suffered by any employee or

employees of one insured thereunder for which another
insured thereunder is or may be liable; or
(B) damage to property belonging to any insured thereunder

for which another insured thereunder is or may be liable,
then the policy shall cover such insured against whom a claim is made or may be made
in the same manner as if separate policies had been issued to each insured thereunder,
except with respect to the limits of insurance.
(b) The Project Company shall cause its insurers to waive all rights of subrogation against
Ashghal (and its employees and contractors) and the Project Company (and its
employees and Contractors) in respect of a claim arising under its Insurance Policies.
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EXECUTION VERSION
(c) The Project Company shall procure that the Insurance Policies grant the Project
Company the right to assign the Insurance Policies to Ashghal in the circumstances
required pursuant to Clause 18.8(b) (Handback of Project Assets).
(d) The Project Company shall not take any action or omission that has an impact on the
ability of the Project Company to comply with its obligations under this Clause 14
(Insurance).
14.3 Evidence of Cover

(a) Not later than thirty (30) Days after the date any of the Insurance Policies and
coverage required to be in effect in accordance with Clause 14.1 (Insurance Policies)
are issued, or renewed in accordance with their terms, the Project Company shall
cause its insurers or agents to provide Ashghal with; (i) certificates of insurance
evidencing the terms and conditions of such policies and coverage; and (ii) a report
from the Project Company’s insurance consultant, either addressed to Ashghal with
the right to rely or accompanied by a reliance letter in form and substance reasonably
acceptable to Ashghal issued by the insurance consultant permitting Ashghal to rely
on such report, confirming that the Insurance Policies and coverage are sufficient to
cover all the areas in Clause 14.1(a) (Insurance Policies).
(b) The Project Company shall provide Ashghal with copies of receipts or statements from
the Project Company's insurers evidencing payment by the Project Company of the
premiums in respect of such Insurance Policies and cover.
14.4 Compliance with Insurance Obligations

(a) With regard to Clauses 14.1 (Insurance Policies) to 14.3 (Evidence of Cover), to the
extent that the Project Company is in compliance with similar insurance obligations
under the Financing Documents, the Project Company shall be deemed to be in
compliance with its obligations under Clauses 14.1 (Insurance Policies) to 14.3
(Evidence of Cover).
(b) Failure by the Project Company to obtain the insurance coverage or certificates of
insurance required by Clause 14.1 (Insurance Policies) or 14.3 (Evidence of Cover),
respectively, shall not relieve the Project Company of its obligations under this Clause
14 (Insurance) or in any way relieve or limit the Project Company's obligations and
liabilities under any other provision of this Agreement.
(c) If the Project Company fails to procure or maintain any insurance required pursuant
to this Clause 14 (Insurance), then Ashghal shall have the right to procure such
insurance at the Project Company's expense, provided that Ashghal shall have given
twenty (20) Days' prior notice to the Project Company of its intention to exercise such
right, unless such intention arises from the Project Company's non-payment of
premiums for existing insurance, in which case Ashghal shall provide at least five (5)
Days' prior notice of such intention.
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EXECUTION VERSION
(d) If the Project Company fails to reimburse Ashghal for such premiums within seven (7)
Days of being notified to so do, Ashghal shall be entitled, at its option, to demand
payment of such amount or amounts under the Development Security, if the
Development Security is still required to be maintained in effect in accordance with
Clause 4.1(a) (Project Company's Obligations), or the Performance Security (as
applicable), or to deduct such amount or amounts from the Capacity Payments during
the immediately following Billing Period until the full amount of the premia shall have
been deducted.
14.5 Application of Proceeds

Subject to Clause 15.10 (Reinstatement of the Project Assets), the Project Company shall apply
any and all insurance proceeds received in connection with the damage to or loss of the Project
Assets toward the repair, reconstruction or replacement of the Project Assets, in accordance
with the provisions of this Agreement.
14.6 Uninsurable Risk

(a) Nothing in this Clause 14 (Insurance) shall oblige the Project Company to take out or
maintain insurance in respect of a risk which is Uninsurable save where the
predominant cause of the risk being Uninsurable is any act or omission of the Project
Company.
(b) If a risk covered by the Insurance Policies required under this Agreement becomes
Uninsurable then:
(i) the Project Company shall notify Ashghal within five Business Days of the risk
becoming Uninsurable; and
(ii) if both Parties agree, or it is determined in accordance with Clause 23 (Dispute

Resolution) that the risk is Uninsurable and that:
(A) the risk being Uninsurable is not caused by the actions or

omissions of the Project Company; and
(B) the Project Company has demonstrated to Ashghal that

the Project Company would be acting reasonably if they
resolved to cease to operate the business as a result of
that risk becoming Uninsurable, taking into account
inter alia (and without limitation) the likelihood of the
Uninsurable risk occurring (if it has not already
occurred), the financial consequences for the Project
Company if such Uninsurable risk did occur (or has
occurred) and other mitigants against such consequences
which may be available to the Project Company,
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EXECUTION VERSION
the Parties shall meet to discuss the means by which the risk should be managed or
shared (including considering the issue of self-insurance by either Party) under this
Agreement.
(c) During any period where there is an Uninsurable risk, the Project Company shall
approach the insurance market at least every four Months to establish whether the
risk remains Uninsurable. As soon as the Project Company is aware that the risk is no
longer Uninsurable, the Project Company shall take out and maintain or procure the
taking out and maintenance of insurance (to be incepted as soon as is reasonably
practicable) for such risk in accordance with this Agreement and provide Ashghal with
reasonable evidence of the existence of such insurance.
15. FORCE MAJEURE

15.1 Force Majeure Event
A Force Majeure Event means any circumstance, event or condition (or combination thereof)
beyond the reasonable control, directly or indirectly, of the Affected Party which is not
subsisting, and which was not reasonably foreseeable, on the Effective Date but only to the
extent that:
(a) such circumstance, event or condition, despite the exercise of diligence, cannot be
prevented, avoided or overcome by the Affected Party;
(b) such circumstance, event or condition prevents the performance by the Affected Party
of its obligations under or pursuant to this Agreement (save for payment obligations);
(c) the Affected Party has taken all reasonable precautions, due care and measures to
prevent, avoid or overcome the effect of such circumstance, event or condition on its
ability to perform its obligations under this Agreement and to mitigate its
consequences;
(d) such circumstance, event or condition is not the direct or indirect result of a breach
or failure by the Affected Party to perform any of its obligations under this Agreement
or any other Project Agreement;
(e) such circumstance, event or condition is without fault or negligence of the Affected
Party; and
(f) the Affected Party has given the other Party notice in accordance with Clause 15.5(a)
(Obligations),
and shall consist of "Natural Force Majeure Events" and "Political Force Majeure Events".
15.2 Natural Force Majeure Event

A Natural Force Majeure Event means a Force Majeure Event which is not a Political Force
Majeure Event, including:
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EXECUTION VERSION
(a) lightning, fire, earthquake, flood, storm, cyclone, tornado, tsunami, typhoon or other
natural disaster or act of God;
(b) epidemic or plague;
(c) accident, explosion or chemical contamination;
(d) strikes, works to rule or go-slows (other than solely by employees of the Affected Party
or its Affiliates);
(e) TSE Network Failure occurring other than as a result of any of the events under
Clauses 15.3(a) (Political Force Majeure Event) to15.3(f) (Political Force Majeure
Event); and
(f) any event affecting a Contractor other than as a result of any event under Clause 15.3(i)
(Political Force Majeure Event).
15.3 Political Force Majeure Event

A Political Force Majeure Event means:
(a) acts of war (whether declared or not), invasion, armed conflict, act of foreign enemy
or blockade in each case occurring within Qatar or involving Qatar;
(b) acts of rebellion, riot, civil commotion, strikes of a political nature, act or campaign of
terrorism, or sabotage of a political nature, in each case, occurring within Qatar;
(c) any boycott, sanction, embargo penalty or other restriction imposed directly on Qatar
by the government of any member state of the European Union, the United States of
America, the United Kingdom, Turkey, India, Canada, Thailand, the Republic of
South Africa, Switzerland or Malaysia during:
(i) the period from the Effective Date up to and including the latest of (i) Project
Commercial Operation Date or (ii) the expiration of the Defects Liability
Period or the warranty period stipulated in the O&M Contract; and
(d) any action or failure to act by a Competent Authority, including any action or failure
that results in any Approval:
(i) ceasing to remain in full force and effect; or
(ii) not being issued or renewed in a timely manner upon due application having
been made,
provided that the proper exercise of any rights of a Competent Authority in response
to a Project Company Event of Default under or breach of the terms of any Approval,
or any breach of any applicable Legal Requirements by the Project Company, shall not
constitute a Political Force Majeure Event;
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EXECUTION VERSION
(e) a Change in Legal Requirements;
(f) discovery of hydrocarbons at the Project Site;
(g) Electricity Supply Failure not attributable to the breach or default by the Project
Company of its obligations under this Agreement, the Consultancy Services
Agreement or the Bulk Supply Agreement;
(h) TSE Network Failure to the extent such failure is caused by any of the events under
Clauses 15.1(e) (Force Majeure Event) to 15.3(f) (Political Force Majeure Event); and
(i) an event under Clauses 15.3(a) (Political Force Majeure Event) to 15.3(f) (Political
Force Majeure Event) affecting a Contractor of the Project Company.
15.4 Certain Events not Force Majeure Events

Notwithstanding that a Force Majeure Event may otherwise exist, the provisions of this Clause
15 (Force Majeure) shall not excuse:
(a) failure to make a payment of money in accordance with the Party's obligations under
this Agreement;
(b) any failure by the Project Company or its Contractors to obtain or maintain any
Approval due to negligence or default by the Project Company or such Contractor;
(c) any failure to take into account reasonably foreseeable conditions at the STW
Facilities Site;
(d) any failure by a Contractor which results in the failure or inability of the Project
Company to perform its obligations under this Agreement where the cause of such
failure by the Contractor would not otherwise constitute a Force Majeure Event
pursuant to this Agreement;
(e) late performance by the Project Company or any Contractor caused by the failure of
the Project Company or such Contractor to engage qualified subcontractors and
suppliers or to hire an adequate number of personnel or labour;
(f) late delivery of equipment, machinery, Project Assets or materials caused by negligent
acts or omissions on the part of the Project Company or any Contractor;
(g) inability to obtain or maintain adequate funding for the Project;
(h) mechanical or electrical breakdown or failure of equipment, machinery or plant

owned or operated by either Party due to the manner in which the equipment,
machinery or plant has been operated or maintained;
(i) delays resulting from reasonably foreseeable unfavourable weather or sea conditions
or other similar reasonably foreseeable adverse conditions; and
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EXECUTION VERSION
(j) submission of documents or drawings for approval by Ashghal at a time which does
not leave sufficient time for review thereof by Ashghal within the time periods
provided therefor in Schedule 2 (Design and Construction Requirements).
15.5 Obligations
(a) If a Party (the Affected Party) desires to invoke a Force Majeure Event as a cause
for delay or failure in performance of any of its obligations under this Agreement
(other than payment of money), it shall:
(i) as soon as reasonably practicable and, in any event, no later than ten (10) Days
after the Affected Party first had knowledge of the occurrence of a Force
Majeure Event, give notice to the other Party of the circumstance, event or
condition which it alleges constitutes the Force Majeure Event and an
estimate of its likely duration. If the Affected Party does not deliver such
notice in accordance with the terms hereof, such Affected Party shall not be
entitled to invoke the benefits of Clauses 3.3(a) (Delay in achieving the Closing
Date), 6.15(b) (Extension of Milestone Dates), 6.24 (Deemed Commissioning
– Initial Phase), 15 (Force Majeure) and 16 (Increased Costs or Savings) of
this Agreement in respect of the relevant Force Majeure Event;
(ii) within ten (10) Days of the date of a notice issued pursuant to Clause 15.5(a)(i)
(Obligations), provide a written report identifying the Force Majeure Event
and the Affected Party's understanding of its effects, including particulars of
the circumstance, event or condition, a general description of the obligations
likely to be affected, an estimate of its likely duration and a statement of the
actions to be taken in order to comply with its obligations under this Clause
15 (Force Majeure). If the Affected Party does not deliver such reports in
accordance with the terms hereof, such Affected Party shall not be entitled to
invoke the benefits of Clauses 3.3(a) (Delay in achieving the Closing Date),
6.15(b) (Extension of Milestone Dates), 6.24 (Deemed Commissioning –
Initial Phase), 15 (Force Majeure) and 16 (Increased Costs or Savings) of this
Agreement in respect of the relevant Force Majeure Event; and
(iii) from time to time at reasonable intervals and upon any reasonable request
from the other Party, provide updates as to the matters set out in Clause
15.5(a)(ii) (Obligations).
(b) The Affected Party shall:
(i) make all reasonable efforts to prevent and reduce to a minimum and mitigate
the effect of any delay occasioned by any Force Majeure Event, including
recourse to alternate sources of services, equipment and materials;
(ii) as soon as reasonably possible, and in accordance with Good Utility Practice,
ensure the resumption of normal performance of this Agreement after the
cessation of any Force Majeure Event or its effects and shall otherwise
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perform its obligations under this Agreement to the extent not excused under
this Clause 15 (Force Majeure); and
(iii) within three (3) Days following the cessation of any Force Majeure Event,
submit to the other Party reasonable proof of the nature of such delay and its
effect upon the performance of its obligations under this Agreement.
15.6 Effects of a Force Majeure Event Generally

The Affected Party shall not be liable for any delay or failure in performing its obligations under
this Agreement due to a Force Majeure Event, provided that no relief shall be granted to the
Affected Party pursuant to this Clause 15 (Force Majeure) to the extent that such failure or delay:
(a) would have nevertheless been experienced by the Affected Party had the Force
Majeure Event not occurred; or
(b) was caused by the failure of the Affected Party to comply with its obligations under
Clause 15.5(b)(i) (Obligations).
15.7 Effects of a Force Majeure Event Prior to Project Commercial

Operation Date
If, prior to the Project Commercial Operation Date, a Force Majeure Event occurs which results
in material damage to or loss of the Project Assets and, prior to the date of transfer of title to
the Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the Kahramaa
Facilities, or a delay in achieving the Project Commercial Operation Date, in addition to any
remedies the Project Company may have under Clause 6.24 (Deemed Commissioning – Initial
Phase) or Clause 16 (Increased Costs or Savings):
(a) the Parties shall consult with one another as soon as practicable after the giving of a
notice as provided in Clause 15.5(a)(i) (Obligations) concerning the effect of such
Force Majeure Event upon the Construction Programme, and the Construction
Programme shall be adjusted equitably taking into account the effect which the
Affected Party reasonably demonstrates is properly attributable to such Force
Majeure Event and the ability of such Party to reschedule its activities to minimise the
overall delays to the Construction Programme resulting from such event; and
(b) if the Parties are unable to agree upon the equitable adjustment to the Construction
Programme within a period of sixty (60) Days from the date the notice referred to in
Clause 15.7(a) (Effects of a Force Majeure Event Prior to Project Commercial
Operation Date) is received, the Dispute shall be referred to the Independent Expert
pursuant to Clause 23.2 (Independent Expert) for determination of the adjustment to
the Construction Programme.
15.8 Effects of a Force Majeure Event During Commercial

Operation Period
During the Commercial Operation Period:
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(a) if a Natural Force Majeure Event (whether Ashghal or the Project Company is the
Affected Party) affects the ability of the Project Company to make available the
Available Project Assets’ Treatment Capacity of the Project Assets, the Project
Company shall continue to be entitled to receive:

Capacity that is actually available; and
(ii) Supplemental Payments and Output Payments as calculated pursuant to

(b) if a Political Force Majeure Event (whether Ashghal or the Project Company is the
Affected Party) affects the ability of the Project Company to make available the
Available Project Assets’ Treatment Capacity of the Project Assets, the Project
Company shall continue to be entitled to receive:

Capacity established by the Availability Performance Testing most recently
completed prior to the Political Force Majeure Event; and
(ii) Supplemental Payments and Output Payments as calculated pursuant to

(c) if a Political Force Majeure Event does not affect the ability of the Project Company
to make available the Available Project Assets’ Treatment Capacity of the Project
Assets, but affects the ability of the Project Company to deliver Total STW Facilities
Output, the Project Company shall continue to be entitled to receive:

Capacity;
(ii) Supplemental Payments as calculated pursuant to Schedule 11 (Payment

Mechanism); and
(iii) Output Payments in respect of the Total STW Facilities Output; or
(d) if the Project Company has incurred or suffered any Increased Cost as a result of a
Political Force Majeure Event, the provisions of Clause 16 (Increased Costs or Savings)
shall apply.
15.9 Extension of Term

Without prejudice to the foregoing, if, during the Commercial Operation Period:
(a) there occurs a Natural Force Majeure Event affecting the Project Company, to the
extent that the Project Company's ability to make available the Available Project
Assets’ Treatment Capacity of the Project Assets is adversely affected by such Natural
Force Majeure Event, the Term shall be extended by a number of Days equal to the
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EXECUTION VERSION
number of Days calculated by multiplying (A) the number of Days during which the
Project Company's ability to make available the Available Project Assets’ Treatment
Capacity of the Project Assets is so adversely affected by (B) the average percentage
by which the capacity of each of the Project Assets is less than the Available Project
Assets’ Treatment Capacity as a consequence of such Natural Force Majeure Event
(such extension to be reduced proportionately to the extent the Project Company
receives insurance proceeds in respect of loss of revenue compensating it for such
reduction); and
(b) there occurs a Political Force Majeure Event, the Term may, at Ashghal's option, be
extended by a period equivalent to any period of relief for a Political Force Majeure
Event during which Ashghal has continued to pay the Capacity Payments and the
Supplemental Payments, provided that during any such extension period Ashghal
shall be obliged to pay only Component B of the Capacity Payment (determined
pursuant to Schedule 11 (Payment Mechanism) and the Output Payments
(determined pursuant to Schedule 11 (Payment Mechanism)). Any extension
period under this Clause 15.9(b) (Extension of Term) shall run successively with any
extension granted under Clause 15.9(a) (Extension of Term).
15.10 Reinstatement of the Project Assets

(a) If a Force Majeure Event causes an Event of Loss, the Project Company shall rebuild,
repair or restore the Project Assets and, prior to the date of transfer of title to the
Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the
Kahramaa Facilities, using all insurance proceeds or other amounts actually received
on account of the Event of Loss, except proceeds from delay in start-up or business
interruption insurance (collectively, Casualty Proceeds), together with any other
amounts that are available to the Project Company for such rebuilding, repair or
restoration, in accordance with this Clause 15.10 (Reinstatement of the Project Assets).
(b) All Casualty Proceeds received by the Project Company shall be deposited by the
Project Company into a restoration account segregated from all other funds of the
Project Company (the Restoration Account) to be applied as provided in Clause
15.10(d) (Reinstatement of the Project Assets). The Project Company:
(i) shall diligently pursue all of its rights to compensation against any person
with respect to such Event of Loss;
(ii) may, in the reasonable judgement of the Project Company, compromise or

settle any Claim against any person with respect to such Event of Loss; and
(iii) shall hold all amounts of Casualty Proceeds (including financial instruments)
received by the Project Company in respect of any Event of Loss (after
deducting all reasonable expenses incurred by the Project Company in
litigating, arbitrating, compromising or settling any Claims) in the
Restoration Account.
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(c) As soon as reasonably practicable but no later than the date of receipt by the Project
Company of any Casualty Proceeds, the Project Company shall make a good faith
determination as to whether:
(i) the Project Assets and, prior to the date of transfer of title to the Kahramaa
Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the
Kahramaa Facilities or such portion thereof that has been affected by the
Event of Loss can be rebuilt, repaired or restored to permit operation of the
Project Assets and, prior to the date of transfer of title to the Kahramaa
Kahramaa Facilities or such portion thereof on a commercially feasible basis;
and
(ii) the Casualty Proceeds, together with any other amounts that are available to
the Project Company for such rebuilding, repair or restoration, are sufficient
to permit such rebuilding, repair or restoration of the Project Assets and, prior
to the date of transfer of title to the Kahramaa Facilities under Clause 6.11
(Transfer of the Kahramaa Facilities), the Kahramaa Facilities or such portion
thereof.
The determination of the Project Company shall be evidenced by a certificate of a

responsible officer of the Project Company to be delivered to Ashghal which, in the
event the Project Company determines that the Project Assets and, prior to the date
of transfer of title to the Kahramaa Facilities under Clause 6.11 (Transfer of the
Kahramaa Facilities), the Kahramaa Facilities or such portion thereof can be rebuilt,
repaired or restored to permit operation thereof on a commercially feasible basis,
shall also set forth a reasonable good faith estimate by the Project Company of the
total cost of such rebuilding, repair or restoration.
(d) Provided that the Project Company is not thereby in breach of the Financing
Documents, if the Parties agree or, if Ashghal disputes the Project Company's
determination under Clause 15.10(c) (Reinstatement of the Project Assets), a
determination is made pursuant to Clause 15.10(h) (Reinstatement of the Project
Assets) that:
(i) the Project Assets and, prior to the date of transfer of title to the Kahramaa
Kahramaa Facilities cannot be rebuilt, repaired or restored to permit
operation on a commercially feasible basis or that the Casualty Proceeds,
together with any other amounts that are available to the Project Company for
such rebuilding, repair or restoration, are not sufficient to permit such
rebuilding, repair or restoration, then all of the Casualty Proceeds shall be
distributed in the following order of priority and either Party may elect to
terminate this Agreement in accordance with Clause 17.6(c) (Termination for
a Prolonged Force Majeure Event):
(A) first, to the payment of costs and expenses actually

incurred and duly evidenced by the Project Company in
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EXECUTION VERSION
the performance of its obligations under Clause 15.10(f)

(Reinstatement of the Project Assets);
(B) second, to the payment of any amount due to Ashghal

under the Project Agreements; and
(C) third, to the Project Company or to whomever may be

lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, any surplus then
remaining from such proceeds;
(ii) only a portion of the Project Assets and, prior to the date of transfer of title to
the Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa
Facilities), the Kahramaa Facilities can be rebuilt, repaired or restored to
permit operation on a commercially feasible basis and that the Casualty
Proceeds, together with any other amounts that are available to the Project
Company for such rebuilding, repair or restoration, are sufficient to permit
such rebuilding, repair or restoration, then:
(A) the amount equal to the estimate of the total cost of such
rebuilding, repair or restoration agreed by the Parties or
determined pursuant to Clause 15.10(h) (Reinstatement
of the Project Assets) shall be deposited in the
Restoration Account to be applied towards the costs of
rebuilding, repairing or restoring such portion of the
Project Assets and, prior to the date of transfer of title to
the Kahramaa Facilities under Clause 6.11 (Transfer of
the Kahramaa Facilities), the Kahramaa Facilities; and
(B) the amount, if any, by which all of the Casualty Proceeds

exceed the estimate of the total cost shall be distributed
in the following order of priority:
I. first, to the payment of any amount due to Ashghal

under the Project Agreements; and
II. second, to the Project Company or to whomever may

be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, any surplus then
remaining from such proceeds; or
(iii) the Project Assets and, prior to the date of transfer of title to the Kahramaa
Kahramaa Facilities can be rebuilt, repaired or restored to permit operation
on a commercially feasible basis and the Casualty Proceeds, together with any
other amounts that are available to the Project Company for such rebuilding,
repair or restoration, are sufficient to permit such rebuilding, repair or
restoration, then all of the Casualty Proceeds, together with such other
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EXECUTION VERSION
amounts as are available to the Project Company for such rebuilding, repair
or restoration, shall be deposited in the Restoration Account to be applied
toward the costs of rebuilding, repairing or restoring the Project Assets and,
prior to the date of transfer of title to the Kahramaa Facilities under Clause
6.11 (Transfer of the Kahramaa Facilities), the Kahramaa Facilities.
(e) For the avoidance of doubt, it is agreed that the Project Company shall not be required
to deposit any Capacity Payments payable by Ashghal under this Agreement into the
Restoration Account or otherwise apply such Capacity Payments to the rebuilding,
repairing or restoring of the Project Assets and, prior to the date of transfer of title to
the Kahramaa Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the
Kahramaa Facilities or any part thereof pursuant to this Clause 15.10(e)
(Reinstatement of the Project Assets) in the event of an Event of Loss.
(f) Upon the occurrence of an Event of Loss, the Project Company shall immediately take
all necessary action, consistent with applicable Legal Requirements, to secure and
make safe the Project Assets and, prior to the date of transfer of title to the Kahramaa
Facilities under Clause 6.11 (Transfer of the Kahramaa Facilities), the Kahramaa
Facilities and the Project Site.
(g) If the Project Company is required to restore the Project Assets and, prior to the date
of transfer of title to the Kahramaa Facilities under Clause 6.11 (Transfer of the
Kahramaa Facilities), the Kahramaa Facilities, the Project Company shall promptly
commence any restoration work and shall diligently pursue the same to completion,
subject to a reasonable allowance for the time needed to adjust any insurance claims.
Before the Project Company shall commence any such restoration, and at all times
during the course of such restoration, the Project Company shall pay Ashghal all
amounts due to Ashghal under the Project Agreements. In addition, at all times the
Project Company shall continue to perform and observe all of the terms, covenants,
conditions, agreements and obligations of the Project Company to be performed
under this Agreement and the other Project Agreements notwithstanding any Event
of Loss.
(h) If, at any time during restoration pursuant to Clause 15.10(g) (Reinstatement of the
Project Assets), Ashghal believes that the Project Company is not diligently pursuing
the same, Ashghal may refer the Dispute to the Independent Expert pursuant to
Clause 23.2 (Independent Expert). The Independent Expert will be required to specify
a reasonable restoration timetable and if the Project Company subsequently fails to
adhere to such timetable, the Project Company shall not be entitled to receive
Capacity Payments pursuant to Clause 15.8 (Effects of a Force Majeure Event During
Commercial Operation Period) until such time as restoration is complete and the
Project Company has resumed normal performance of this Agreement in accordance
with Clause 15.5(b)(ii) (Obligations). Any other Dispute regarding a Party's
compliance with its obligations under this Clause 15.10 (Reinstatement of the Project
Assets) that cannot be resolved pursuant to Clause 23.1 (Negotiation) shall be referred
to the Independent Expert for resolution pursuant to Clause 23.2 (Independent
Expert).
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EXECUTION VERSION
(i) For the avoidance of doubt, in the event that only a part of the Project Assets and,
prior to the date of transfer of title to the Kahramaa Facilities under Clause 6.11
(Transfer of the Kahramaa Facilities), the Kahramaa Facilities is rebuilt, repaired or
restored to allow operation on a commercially feasible basis as referred to in Clause
15.10(d)(ii) (Reinstatement of the Project Assets), Ashghal shall continue to make
Capacity Payments under Clause 15.8(b) (Effects of a Force Majeure Event During
Commercial Operation Period) in respect of the portion of the Project Assets and,
prior to the date of transfer of title to the Kahramaa Facilities under Clause 6.11
(Transfer of the Kahramaa Facilities), the Kahramaa Facilities that was unable to be
rebuilt, repaired or restored, subject to Clause 17.6(b)(ii) (Termination for a
Prolonged Force Majeure Event).
16. INCREASED COSTS OR SAVINGS

16.1 Claim for Increased Costs or Savings
(a) If:
(i) either Party believes:
(A) that a Change in Legal Requirements has occurred;
(B) that a Political Force Majeure Event has occurred; or
(C) that a Customs Duty Event has occurred,
that has resulted in Increased Costs or Savings; or
(ii) the Project Company believes that:
(A) a failure to achieve the Closing Date by the Scheduled

Closing Date (under the circumstances described in, and
prior to any adjustment pursuant to, Clause 3.3(a))
(Delay in achieving the Closing Date); or
(B) an Ashghal Risk Event,
has resulted in an Increased Cost,
then such Party shall promptly issue notice to the other Party specifying (1) the details
of such Increased Costs or Savings, and (2) the event or occurrence which gave or
gives rise to such Increased Costs or Savings, providing reasonable evidence of the
economic impact thereof which resulted in such Increased Costs or Savings. Such
obligation shall be in addition to any notice or other requirements under Clause 15.5
(Obligations).
(b) The Party that has made a claim for Increased Costs or Savings under Clause 16.1(a)
(Claim for Increased Costs or Savings) may thereafter, from time to time, deliver to
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EXECUTION VERSION
the other Party additional notices identifying further Increased Costs or Savings that
have resulted or are reasonably expected to result from the same circumstances,
provided that any such additional notice shall be given not later than one hundred
and eighty (180) Days after the Party giving such notice knew of, or should have
known of, such additional Increased Costs or Savings.
(c) The Project Company shall, acting in accordance with Good Utility Practice, use all
reasonable efforts to minimise any Increased Costs and maximise any Savings.
(d) If the Parties are unable to agree the contents of the notice delivered pursuant to
Clause 16.1(a) (Claim for Increased Costs or Savings) or 16.1(b) (Claim for Increased
Costs or Savings) within forty (40) Days of receipt thereof, the Dispute shall be
referred to the Independent Expert for resolution pursuant to Clause 23.2
(e) To the extent that a claim for Increased Costs or Savings under Clause 16.1(a) (Claim
for Increased Costs or Savings) or 16.1(b) (Claim for Increased Costs or Savings) is
not disputed under Clause 16.1(d) (Claim for Increased Costs or Savings) or, if
disputed, has been allowed by the Independent Expert:
(i) with respect to an Increased Cost, if the Increased Cost occurs:
(A) prior to the Project Commercial Operation Date, the

Project Company shall, to the extent available and
permissible under the terms of the Financing Documents,
draw on any funds under the Financing Documents, to
fund such Increased Costs; or
(B) during the Commercial Operation Period, the Project

Company shall use its best efforts to raise additional
capital to fund such Increased Costs; and
(ii) Ashghal shall propose to the Project Company:
(A) a mechanism to adjust one or both of the Capacity

Payments or Output Payments, as appropriate;
(B) a mechanism to compensate the Project Company

through the payment of a lump-sum amount; and
(C) if applicable, an extension to the Term,
which takes account of all relevant circumstances, and is structured so as to put the
Project Company, the Project Company's Shareholders and the Consortium into a
neutral financial position which results in it deriving neither gain nor loss as a
consequence of the relevant event giving rise to the Claim under this Clause 16
(Increased Costs or Savings).
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EXECUTION VERSION
(f) Notwithstanding the foregoing:
(i) any:
(A) Political Force Majeure Event;
(B) Ashghal Risk Event; or
(C) Customs Duty Event,
that results in Increased Costs shall be funded by means of a lump-sum

payment by Ashghal under Clause 16.1(e)(ii)(B) (Claim for Increased Costs
or Savings); and
(ii) in the event that the Project Company draws on any funds under the
Financing Documents pursuant to Clause 16.1(e)(i)(A) (Claim for Increased
Costs or Savings), Ashghal shall propose a mechanism either to adjust one or
both of the Capacity Payments or Output Payments, as appropriate, as
referred to in Clause 16.1(e)(ii)(A) (Claim for Increased Costs or Savings) or
compensate the Project Company through the payment of a lump sum amount
under Clause 16.1(e)(ii)(B) (Claim for Increased Costs or Savings).
(g) If the Increased Costs or Savings arise in relation to the Initial Phase prior to the
Project Commercial Operation Date, Ashghal shall, if the Project Company so
requests, seek to agree in good faith a reimbursement mechanism that may be applied
prior to the Project Commercial Operation Date.
(h) The Parties shall use reasonable endeavours to agree upon the appropriate
adjustment or reimbursement mechanism within thirty (30) Days of the Project
Company's receipt of Ashghal's proposal under Clause 16.1(e)(ii) (Claim for Increased
Costs or Savings), failing which, the Dispute shall be referred to the Independent
16.2 Claims in Aggregate

Neither Party shall be entitled to assert any claim for Increased Costs or Savings under this
Clause 16 (Increased Costs or Savings) until the earlier of (i) the date falling thirty (30) Days
after the end of the Contract Year in which the relevant event to circumstance entitling the Party
to claim Increased Costs or Savings occurred and (ii) the date on which the aggregate of all
accrued and outstanding claims of such Party (whether for Increased Costs or Savings) under
this Clause 16 (Increased Costs or Savings) exceeds the equivalent of seven million, five hundred
thousand QAR (QAR 7,500,000) (or its equivalent in another currency), at which time all
accrued and outstanding claims of such Party may be asserted, provided that once such claims
have been asserted, no future claims may be asserted until such time as all future claims again
exceed such amount in the aggregate.
17. TERMINATION
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EXECUTION VERSION
17.1 Expiration of the Term

Unless otherwise earlier terminated in accordance with this Clause 17 (Termination), this
Agreement shall terminate on the expiry of the Term.
17.2 Termination due to Non-occurrence of the Closing Date

(a) If the Closing Date is not achieved by the Scheduled Closing Date (as may be extended
pursuant to Clause 3.3(b)) (Delay in achieving the Closing Date) then, provided that
the Parties have first used their reasonable endeavours to adjust the Scheduled
Closing Date in accordance with Clause 3.3(a) (Delay in achieving the Closing Date),
either Party may terminate this Agreement by issuing a notice of termination to the
other Party whereupon this Agreement shall terminate on the date of termination
specified therein, or such later date as the Parties may agree in writing and, thereafter
neither Party shall have any liability to the other, provided that:
(i) if such failure is due to reasons solely attributable to the Project Company, the
Parties acknowledge and agree that Ashghal may draw upon and retain the
full amount of the Development Security as payment of liquidated damages
for such termination; and
(ii) if such failure is not due to reasons solely attributable to the Project Company,
Ashghal shall not be entitled to draw upon the Development Security, and the
Development Security will be returned to the Project Company within five (5)
Days of the date of termination.
(b) The Parties agree that:
(i) the full amount of the Development Security represents a genuine pre
estimate of all losses, liabilities, damages, costs, charges or expenses that
Ashghal is likely to suffer in the event that this Agreement is terminated for
reasons solely attributable to the Project Company as set forth in this Clause
17.2 (Termination due to Non-occurrence of the Closing Date), and it is
neither extravagant nor unconscionable for Ashghal to recover such amount
in the context of the Project; and

imposing such liquidated damages as a payment for the termination of this
Agreement for reasons solely attributable to the Project Company as set forth
in this Clause 17.2 (Termination due to Non-occurrence of the Closing Date)
which would not be satisfied by a right to recover damages on an unliquidated
basis for such default.
17.3 Project Company Event of Default

Except where the relevant event occurs as a consequence of an Ashghal Risk Event or a Ashghal
Event of Default, each of the following events shall constitute a Project Company Event of
Default:
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EXECUTION VERSION
(a) a failure by the Project Company to achieve the Project Commercial Operation Date
on or before the Long-Stop Date;
(b) the Project Company fails to comply with an Improvement Notice, undertake the
subsequent Availability Test, and achieve all the Availability Performance Test
Criteria as set out in clause 5.14(f) (Availability Testing);
(c) the Project Company fails to commence carrying out an Availability Test as required
under Clause5.14 (Availability Testing);
(d) a failure by the Project Company to obtain and maintain any Approvals required
under the Legal Requirements or by a Competent Authority in order for it to perform
its obligations pursuant to this Agreement where the Project Company has failed to
use all reasonable endeavours to obtain or renew such Approvals;
(e) a failure by the Project Company to pay any undisputed liquidated damages within
the time periods specified therefore under this Agreement, as applicable, or a failure
by the Project Company to pay any other amount undisputed due under this
Agreement within sixty (60) Days after such amount has become due and payable;
(f) Abandonment;
(g) a material breach by the Project Company of its obligations under this Agreement,
which for the avoidance of doubt shall include, but not be limited to, any material
breach (other than a material breach expressly provided for elsewhere in this Clause
17.3 (Project Company Event of Default)) of Project Company’s obligations in this
Agreement and the Schedules thereto with regard to the design, construction, testing,
commissioning, operation or maintenance of any of the Project Assets or with regard
to the design, construction, testing or commissioning of the Kahramaa Facilities,
which is not remedied within sixty (60) Days after notice from Ashghal to the Project
Company stating that a breach has occurred, identifying the breach and demanding
remedy thereof provided that, notwithstanding the exercise of reasonable efforts by
the Project Company, such breach cannot be cured within sixty (60) Days after notice
from Ashghal, the Project Company shall be afforded a further period of sixty (60)
Days within which to cure such breach, provided always that the Project Company
shall throughout such further sixty (60) Day period, exercise reasonable continuous
efforts to cure the breach;
(h) the passing of a resolution for the bankruptcy, insolvency, winding up, liquidation or
other similar proceeding relating to the Project Company;
(i) the appointment of a liquidator, custodian or similar person in respect of the Project
Company in a proceeding referred to in Clause 17.3(h) (Project Company Event of
Default), which appointment has not been stayed or set aside within sixty (60) Days
of such appointment;
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EXECUTION VERSION
(j) termination of the Consultancy Services Agreement or the Bulk Supply Agreement as
a result of a default by the Project Company (which is not caused by an Ashghal Risk
Event);
(k) the making by a Competent Authority of an order for the winding up or otherwise
confirming the bankruptcy or insolvency of the Project Company, which order has not
been set aside or stayed within sixty (60) Days of such making; and
(l) any failure by the Project Company or a Shareholder to comply with the provisions of
Clause 21.3 (Project Company Undertakings).
17.4 Ashghal Event of Default

Except where the relevant event occurs as a consequence of a failure or delay on the part of the
Project Company under this Agreement or under the Consultancy Services Agreement or the
Bulk Supply Agreement, or a Project Company Event of Default, each of the following events
shall constitute a Ashghal Event of Default:
(a) a failure by Ashghal to pay any undisputed Capacity Payment, Output Payment or
Supplemental Payment within sixty (60) Days from the due date therefore, provided
that a Claim has first been made under the Government Guarantee and remains
outstanding for not less than thirty (30) Days from the date of such Claim;
(b) a failure by Ashghal to make any undisputed payment under this Agreement, other
than a Capacity Payment, an Output Payment or a Supplemental Payment, within
ninety (90) Days from the due date thereof;
(c) a failure by Ashghal to provide the Project Company with Quiet Enjoyment of the STW
Facilities Site or the Kahramaa Facilities Site as, when and to the extent required
under the STW Facilities Site Lease or this Agreement, as applicable;
(d) the expropriation, nationalisation or compulsory acquisition of the Project Site, the
Project Assets, any material asset of the Project Company or any shares or other
interest (direct or indirect) of Shareholders in the Project Company by any Competent
Authority;
(e) the passing of a resolution for the bankruptcy, insolvency, winding up, liquidation or
other similar proceeding relating to Ashghal;
(f) the appointment of a liquidator, custodian or similar person in respect of Ashghal in

a proceeding referred to in Clause 17.4(e) (Ashghal Event of Default), which
appointment has not been stayed or set aside within sixty (60) Days of such
appointment;
(g) the making by a Competent Authority of an order for the winding up or otherwise
confirming the bankruptcy or insolvency of Ashghal, which order has not been set
aside or stayed within sixty (60) Days of such making;
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(h) termination of the Bulk Supply Agreement other than as a result of any act, omission,
breach or default by the Project Company;
(i) termination of the Consultancy Services Agreement other than as a result of any act,
omission, breach or default by the Project Company, save for a termination thereof at
the expiry of its stated term;
(j) termination of the Land Access Agreement other than as a result of any act, omission,
breach or default by the Project Company;
(k) the termination or invalidity of the Government Guarantee, which in the case of
invalidity is not remedied within thirty (30) Days thereof; and
(l) the occurrence of an Unenforceability Event.
17.5 Termination due to an Event of Default

(a) Upon the occurrence of an Event of Default, the Party that is not the subject of such
event (the Non-Defaulting Party) may give notice (the Notice of Intent to
Terminate) to the other Party (the Defaulting Party) specifying in reasonable
detail the relevant Event of Default giving rise to such notice and the date upon which
the Non-Defaulting Party proposes to terminate this Agreement, which date shall not
be less than thirty (30) Days after the date of the Notice of Intent to Terminate or such
longer period as specified in this Agreement (the Cure Period), provided that upon
the occurrence of any of the Events of Default under Clauses 17.3(b) (Project Company
Event of Default), 17.3(h) (Project Company Event of Default), 17.3(i) (Project
Company Event of Default), 17.3(j) (Project Company Event of Default), 17.3(l)
(Project Company Event of Default), 17.4(e) (Ashghal Event of Default), 17.4(f)
(Ashghal Event of Default) or 17.4(g) (Ashghal Event of Default), the Non-Defaulting
Party may terminate this Agreement immediately.
(b) During the Cure Period, the Parties shall consult as to what steps shall be taken, and
the Defaulting Party shall use its reasonable efforts, to mitigate the consequences of,
and cure, the relevant Event of Default.
(c) If, upon the expiration of the Cure Period the relevant Event of Default has not been
cured, unless the Parties have otherwise agreed, the Non-Defaulting Party may issue
a notice of termination to the Defaulting Party whereupon this Agreement shall
terminate on the date specified therein or such later date as the Parties may agree in
writing.
(d) If this Agreement is terminated by Ashghal due to a Project Company Event of Default,
Ashghal shall have the right, but not the obligation, to purchase the Project
Company’s right, title and interest in the Project for Value A calculated pursuant to
Clause 17.8(a) (Purchase Price on Termination).
(e) If this Agreement is terminated by the Project Company due to:
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(i) a Ashghal Event of Default pursuant to Clause 17.4(l) (Ashghal Event of

Default) while a Project Company Event of Default remains unremedied, the
Project Company shall have the right, but not the obligation, to require
Ashghal to purchase the Project Company’s right, title and interest in the
Project for Value A calculated pursuant to Clause 17.8 (a) (Purchase Price on
Termination); or
(ii) any other Ashghal Event of Default, the Project Company shall have the right,
but not the obligation, to require Ashghal to purchase the Project Company’s
right, title and interest in the Project for Value B calculated pursuant to Clause
17.8 (b) (Purchase Price on Termination),
and if the Project Company exercises such right it shall do so by giving notice to
Ashghal, and Ashghal shall be obliged to purchase the Project Company’s right, title
and interest in the Project for such Value.
(f) In the event that the circumstances giving rise to a Project Company Event of Default
pursuant to Clause 17.3(g) (Project Company Event of Default) constitute a delay
which directly impacts upon the Construction Programme and would, following the
passage of time if not remedied, give rise to a Project Company Event of Default
pursuant to Clause 17.3(a) (Project Company Event of Default), Ashghal undertakes
and agrees that it shall not terminate this Agreement with respect to such
circumstances other than pursuant to Clause 17.3(a) (Project Company Event of
Default) thereof.
17.6 Termination for a Prolonged Force Majeure Event

(a) Subject to Clause 17.6(d) (Termination for a Prolonged Force Majeure Event), the
Project Company shall have the right to terminate this Agreement if a Political Force
Majeure Event prevents Ashghal from performing any of its obligations under this
Agreement for a continuous period of three hundred and sixty five (365) Days,
provided that, if Ashghal elects in such event to continue paying the Capacity
Payments under Clauses 15.8(a)(i) (Effects of a Force Majeure Event During
Commercial Operation Period), 15.8(b)(i) (Effects of a Force Majeure Event During
Commercial Operation Period) or 15.8(c)(i) (Effects of a Force Majeure Event During
Commercial Operation Period), as applicable, beyond such three hundred and sixty
five (365) Day period, the Project Company shall not have the right to terminate this
Agreement pursuant to this Clause 17.6(a) (Termination for a Prolonged Force
Majeure Event).
(b) Subject to Clause 17.6(d) (Termination for a Prolonged Force Majeure Event),
Ashghal shall have the right to terminate this Agreement if:
(i) a Political Force Majeure Event prevents it from performing any of its
obligations under this Agreement for a continuous period of three hundred
and sixty five (365) Days;
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(ii) a Political Force Majeure Event prevents the Project Company from
performing any of its obligations under this Agreement for a continuous
period of three hundred and sixty five (365) Days;
(iii) one or more Political Force Majeure Event results in Ashghal incurring
Increased Costs and, pursuant to Clause 16 (Increased Costs or Savings), such
Increased Costs result (or would result) in (A) the Capital Cost Recovery
Charge Rate or (B) the Fixed O&M Cost Recovery Charge Rate being increased
by more than ten percent (10%) relative to the agreed values on the Closing
Date; or
(iv) a Natural Force Majeure Event prevents it or the Project Company from
performing any of its obligations under this Agreement for a continuous
period of three hundred and sixty five (365) Days.
(c) Subject to Clause 17.6(d) (Termination for a Prolonged Force Majeure Event), either
Party shall have the right to terminate this Agreement if it is agreed, or determined,
that the Project Assets cannot be rebuilt, repaired or restored pursuant Clause
15.10(d)(i) (Reinstatement of the Project Assets).
(d) If a Party wishes to exercise its right to terminate this Agreement pursuant to Clause
17.6(a) (Termination for a Prolonged Force Majeure Event), 17.6(b) (Termination for
a Prolonged Force Majeure Event) or 17.6(c) (Termination for a Prolonged Force
Majeure Event), it shall issue a notice of termination to the other Party specifying the
date on which the Party giving such notice proposes to terminate this Agreement,
which date shall not be less than sixty (60) Days from the date of such notice. Upon
the occurrence of such date, provided that the event giving rise to such notice of
termination is continuing, unless the Parties otherwise agree in writing, this
Agreement shall terminate on such date.
(e) If this Agreement is terminated after the Closing Date by:
(i) the Project Company pursuant to Clause 17.6(a) (Termination for a Prolonged
Force Majeure Event), the Project Company shall have the right, but not the
obligation, to require Ashghal to purchase the Project Company's right, title
and interest in the Project for Value B calculated pursuant to Clause 17.6(b),
and if the Project Company exercises such right it shall do so by giving notice
to Ashghal; and Ashghal shall be obliged to purchase the Project Company's
right, title and interest in the Project for such Value;
(ii) Ashghal pursuant to Clause 17.6(b)(i) (Termination for a Prolonged Force

Majeure Event), Ashghal shall purchase the Project Company's right, title and
interest in the Project for Value B calculated pursuant to Clause 17.6(b);
(iii) Ashghal pursuant to Clause 17.6(b)(ii) (Termination for a Prolonged Force

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(iv) Ashghal pursuant to Clause 17.6(b)(iii) (Termination for a Prolonged Force

(v) Ashghal pursuant to Clause 17.6(b)(iv) (Termination for a Prolonged Force

Majeure Event) with respect to a prolonged Natural Force Majeure Event
affecting the Project Company, Ashghal shall purchase the Project Company's
right, title and interest in the Project for Value C calculated pursuant to Clause
17.6(c);
(vi) Ashghal pursuant to Clause 17.6(b)(iv) (Termination for a Prolonged Force

Majeure Event) with respect to a prolonged Natural Force Majeure Event
affecting Ashghal, Ashghal shall purchase the Project Company's right, title
and interest in the Project for Value B calculated pursuant to Clause 17.6(b);
(vii) either Party pursuant to Clause 17.6(c) (Termination for a Prolonged Force
Majeure Event) with respect to an Event of Loss caused by a Political Force
Majeure Event that prevents the Project Company from rebuilding, repairing
or restoring the Project Assets pursuant to Clause 15.10(d) (Reinstatement of
the Project Assets), Ashghal shall purchase the Project Company's right, title
and interest in the Project for Value B calculated pursuant to Clause 17.6(b);
or
(viii) either Party pursuant to Clause 17.6(c) (Termination for a Prolonged Force
Majeure Event) with respect to an Event of Loss caused by a Natural Force
Majeure Event that prevents the Project Company from rebuilding, repairing
or restoring the Project Assets pursuant to Clause 15.10(d) (Reinstatement of
the Project Assets), Ashghal shall purchase the Project Company's right, title
and interest in the Project for Value C calculated pursuant to Clause 17.6(c).
17.7 Effect of Direct Agreement on Termination

Ashghal’s rights to terminate this Agreement are subject to the terms of the Direct Agreement.
17.8 Purchase Price on Termination

(a) For the purposes of calculating the relevant Value pursuant to this Clause 17.8
(Purchase Price on Termination):
Account Balance means the aggregate amount of cash held by the Project
Company as of the Calculation Date, including cash on hand, the net cash proceeds
upon liquidation of any authorised investments made pursuant to the Financing
Documents and the credit balance of any accounts maintained with any bank or
other financial institution, whether inside or outside of Qatar and any letters of
credit issued in lieu of maintaining a credit balance of any accounts maintained with
any bank or other financial institution, whether inside or outside of Qatar;
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Accrued Commission means commission accrued pursuant to the Financing

Documents on the Principal Amount as at the Calculation Date (including the
following payments calculated on a similar basis, in the case of any Islamic financing
(a) any advance rental payments and any variable element of rental payments, in
each case which the Project Company has become liable to pay under any forward
lease agreement entered into in connection with an ijara Islamic financing of any
part of the Project Assets or the Kahramaa Facilities, (b) any liquidated damages
which the Project Company has become liable to pay under any contract for works
entered into in connection with an ijara Islamic financing of any part of the Project
Assets or the Kahramaa Facilities, and (c) any murabaha profit which the Project
Company has become liable to pay in connection with a murabaha Islamic financing,
plus any service fees which the Project Company has become liable to pay to the
relevant Financing Parties) (in all cases, calculated based on the Principal Amount,
but excluding any default commission unless such default commission has accrued
as the result of late payment or non-payment by Ashghal of Capacity Payments or
Output Payments);
Calculation Date means the date specified for termination in the relevant
Termination Notice, provided that if (a) termination pursuant to the relevant
Termination Notice is deferred to a date other than such specified date pursuant to
the provisions of Clause 17.5(c) (Termination due to an Event of Default) of this
Agreement, and (b) during such deferred period the Parties continue to honour their
obligations of payment and performance under this Agreement, the Calculation
Date shall mean the date of termination of this Agreement;
Commitment Fees means the amount of any commitment fees accrued pursuant
to the Financing Documents as of the Calculation Date on the undisbursed Principal
Amount under such Financing Documents that, if disbursed, would constitute
Senior Debt;
Distribution means:
(i) whether in cash or in kind, any:
(A) dividend or other distribution in respect of any revenue

account balance or the Share Capital of the Project
Company;
(B) dividends or other distributions in respect of release of

debt service reserve account or liability reserve account
funding;
(C) payment under any Equity Bridge Loans, whether of

principal, commission, Breakage Costs or otherwise or
any other debt of the Project Company in relation to the
Project (other than the Financing Documents);
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EXECUTION VERSION
(D) capitalisation of profits, bonus issue, reduction of capital,

redemption or purchase of shares or any other
reorganisation or amendment to the Share Capital;
(E) payment, loan, contractual arrangement or transfer of

assets or rights to the extent (in each case) it was put in
place at or after the Financial Closing and was neither in
the ordinary course of business nor on reasonable
commercial terms; or
(F) the receipt of any other benefit that is not received in the
ordinary course of business and on reasonable
(ii) the early release of any contingent funding liabilities, the amount of such
release being deemed to be a gain for the purposes of any calculation of any
gains as a result of Refinancing;
NPV of Shareholder Cashflow means:
n CFASHy

y =1 (1 + r ) y
where:
CFASHy means the cash flow available to Shareholders after satisfying Senior Debt
debt service requirements in Contract Year y, as determined in the relevant column
in row 63 of Form G.5 of the annual worksheet of the Financial Model, as adjusted
to reflect:
(a) the output of the Project Assets during the 12 Month period prior to the
Calculation Date (or, if shorter, the period from the Commercial Operation
Date until the Calculation Date); and
(b) projected annual fixed and variable operating costs of the Project based on
the average of the actual fixed and variable operating costs for each of the
completed Contract Years prior to the Calculation Date (or partial
Contract Year if less than one (1) Contract Year has passed);
n means the lesser of:
(a) five (5) Contract Years from the Calculation Date; and
(b) the number of Contract Years and partial Contract Years from the
Calculation Date until the twenty-fifth (25th) anniversary of the Project
Commercial Operation Date;
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y means each Contract Year (or fraction of a Contract Year) from and including the
first year after the Calculation Date to and including the nth year; and
r means the Equity internal rate of return as set out in the Financial Model
referenced in the cell D58 (intersection of column D and row 58) of the worksheet
titled "H.2" as at the Closing Date (calculated on the basis that cash flows occur
annually);
Pre-payment Costs means an amount as at the Calculation Date equal to the sum
of any reasonable (a) commission period Breakage Costs, (b) commission rate
hedging Breakage Costs, and (c) other Breakage Costs, in each case payable by the
Project Company to the Financing Parties as a result of a pre-payment under the
Financing Documents, provided that any positive payments received by or on behalf
of the Financing Parties as a result of a breakage of commission rate hedging
agreements, or otherwise, shall be applied in reduction of the amount of the relevant
Value;
Principal Amount means the amount required to repay the principal amount of
the Senior Debt outstanding as at the Calculation Date to the extent such principal
amount was actually applied for the purposes of financing the Project; provided,
however, that the Principal Amount shall: (a) not include any principal amount of
the Senior Debt deferred or not paid within a reasonable time by the Project
Company, unless such deferral or non-payment is the result of late payment or
non-payment by Ashghal of any Capacity Payments or Output Payments; (b) never
exceed the amount shown for the corresponding date set out in the amortisation
profile of the Financial Model as of the Closing Date; and (c) the Principal Amount
at any time prior to the Project Commercial Operation Date shall not exceed the
lower of (A) 71.17% multiplied by the total amount of project costs up to the amount
allocated to the Project set forth in Financial Model incurred by the Project Company
as of the Calculation Date and not funded by the cost overrun facility under the
Finance Documents; and (B) the amount shown for the period ending 31 March
2025 in Schedule 26 (Maximum Principal Amount), as adjusted to the extent
permitted by the terms and conditions thereof;
Senior Creditor Claims means an amount equal to: the sum of (a) the Principal
Amount, (b) Accrued Commission, (c) Commitment Fees and (d) Pre-payment Costs
less the Account Balance;
Senior Debt means all amounts required to be paid or repaid by the Project
Company (including (a) as applicable, all phase payments reimbursable and the
fixed element of all rental payments, payable under any wakala contract for works
or forward lease agreement entered into in connection with an ijara Islamic
financing of any part of the Project Assets or the Kahramaa Facilities, and (b) any
deferred purchase price payable in connection with a murabaha Islamic financing
but excluding any indebtedness constituting Equity or the Equity Bridge Loan and
any amounts to be paid or repaid in respect thereof) pursuant to:
(a) the Financing Documents; and
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(b) any additional Financing Documents relating to working capital facilities

or debt service reserve facilities to be entered into following the Closing
Date pursuant to the Financing Documents together with all amounts
required to be paid or repaid by the Project Company under any facilities
for the financing of costs as provided in Clauses 3.3(a) (Delay in achieving
the Closing Date), 6.1(c) (Design and Construction of the Project Assets)
and 16.1 (Claim for Increased Costs or Savings), as may be varied or
amended following the occurrence of an event of default under such
Financing Documents to reflect any rescheduling of the Senior Debt
agreed between the Financing Parties and the Project Company, provided
that such rescheduling does not increase the Principal Amount of the
Senior Debt amount Ashghal would have been required to pay but for such
rescheduling; and
(c) any amendments, supplements and replacements thereof pursuant to a

Refinancing approved by Ashghal in accordance with Clause 13.3 (Project
Agreements),
but excluding:
(i) any indebtedness constituting Equity or to be paid or repaid out

of Equity and any amounts to be paid or repaid in respect of such
indebtedness,
(ii) any liabilities in respect of the Development Security or the

Performance Security, and
(iii) any liabilities in respect of any letters of credit supporting any of

Contractor’s obligations under the Finance Documents;
Shareholder Contributions means the aggregate amounts of Equity or the

Equity Bridge Loans actually contributed or caused to be contributed by the
Shareholders to the Project Company as at the Calculation Date;
Shareholder Equity Commitments means the maximum aggregate amounts of

Equity or Equity Bridge Loans required to be paid by or on behalf of the
Shareholders to the Project Company for shares of the Project Company and to be
provided by or on behalf of the Shareholders through loans to the Project Company
in accordance with the Financing Documents, as set out in the Financial Model as at
the Closing Date; and
Termination Costs means (a) all Taxes and any other costs imposed on the
Project Company by a Competent Authority as a result of termination of this
Agreement, payment by Ashghal of any sums under this Clause 17.8 (Purchase Price
on Termination) and the transfer by the Project Company of its right, title and
interest in the Project to Ashghal, (b) amounts payable by the Project Company in
relation to the EPC Contractor's termination costs for the termination of
subcontracts entered into by the EPC Contractor under the EPC Contract, if any,
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EXECUTION VERSION
subject to a maximum amount of five percent (5%) of the EPC Contract Price (or its
equivalent in another currency) for the EPC Contract, (c) amounts payable by the
Project Company to the EPC Contractor upon termination of the EPC Contract for
work properly completed by the EPC Contractor and not yet paid for by the Project
Company, if any.
(a) Value A means an amount equivalent to:
(i) Senior Creditor Claims; less
(ii) the greater of (i) the Shareholders Equity Commitments less

Shareholders Contributions, and (ii) 0 (zero).
(b) Value B means:
(i) prior to the Project Commercial Operation Date, an amount

equivalent to:
(A) Senior Creditor Claims; plus
(B) the greater of:
I. the amount of the Shareholders Contributions plus

Termination Costs less Handback Works Amount; and
II. zero (0); and
(ii) during the Commercial Operation Period, an amount equivalent

to:
(A) Senior Creditor Claims; plus
(B) Outstanding Shareholder Contributions less

development fees and EPC Contract true up plus
the greater of:
I. the NPV of Shareholder Cashflow adjusted for outstanding

Shareholder Contributions, other margins and fees paid to the
Shareholders plus Termination Costs less Handback Works
Amount; and
II. zero (0); and
(c) Value C means an amount equivalent to:
(i) Senior Creditor Claims; plus
(ii) Termination Costs.
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EXECUTION VERSION
17.9 Computation
In calculating a Value pursuant to Clause 17.8 (Purchase Price on Termination), there shall be
no double-counting of any components or sub-components making up such Value.
17.10 Payment of the Purchase Price
All amounts payable pursuant to this Clause 17 (Termination) shall be paid in Qatari Riyals
(QAR) in immediately available funds as follows:
(a) with respect to any amounts payable by the Project Company, immediately on the
date of termination of this Agreement;
(b) with respect to any amounts payable by Ashghal, within fifteen (15) Business Days
after the Calculation Date;
The amounts payable by Ashghal under this Clause 17 (Termination) shall be paid into an
account designated by the Project Company and such account shall be an account situated
outside of Qatar, unless otherwise designated by the Project Company.
The obligations of Ashghal under this Clause 17.10 (Payment of the Purchase Price) shall survive
termination of this Agreement until such time as all amounts due and owing by Ashghal
hereunder have been paid.
17.11 Other Remedies

(a) Except as otherwise expressly provided in this Agreement, upon termination of this
Agreement, the Parties shall have no further obligations or liabilities hereunder, save
that those obligations or liabilities that arose on or before the date, or as a result of
termination, shall survive until satisfied in full.
(b) This Clause 17 (Termination) sets forth the sole and exclusive grounds upon which a
Party shall be entitled to terminate this Agreement, provided that upon the breach by
either Party of any covenant or warranty hereunder, the Party damaged by any such
default or breach may, in its sole discretion, in addition to exercising any other
remedies provided for hereunder, proceed in accordance with Clause 23 (Dispute
Resolution) to protect and enforce its rights, to recover any damages to which it may
be entitled (including all costs and expenses reasonably incurred in the exercise of its
remedy), or to seek specific performance by the other Party of such other Party’s
obligations under this Agreement and the other Project Agreements.
17.12 Survival
The provisions of Clauses 10 (Invoicing and Payment), 12.2 (Books and Records and Audit
Rights), 17 (Termination), 18 (Handback), 19 (Indemnities), 21.3 (Project Company
Undertakings), 23 (Dispute Resolution) and 24 (Miscellaneous) shall survive the termination
of this Agreement.
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EXECUTION VERSION
17.13 Effect of Certain Events

(a) Each Party shall be excused from performance and no Party shall be in breach or
default of any obligation under this Agreement or any other Project Agreement to the
extent that and for so long as such Party is prevented from performing such obligation
by, in the case of the Project Company, an Ashghal Risk Event and, in the case of
Ashghal, a breach by the Project Company of any of its obligations under this
Agreement or any other Project Agreement or a negligent act or omission of the
Project Company or any Contractor.
(b) If a Party desires to invoke this Clause 17.13 (Effect of Certain Events) as the basis for
excuse from performance, it shall deliver to the other Party written notice identifying
the events or circumstances affecting its ability to perform its obligations under this
Agreement or any other Project Agreements not later than forty-five (45) Days after
the date on which such Party first had knowledge of the occurrence of such events or
circumstances. If a Party does not deliver such notice within such forty-five (45) Day
period, such Party shall not be entitled to invoke this Clause 17.13 (Effect of Certain
Events) to excuse its performance under this Agreement or any other Project
Agreement.
(c) Notwithstanding any provision to the contrary, the Parties agree that Clauses 3.3
(Delay in achieving the Closing Date), 6.2 (Submissions with Respect to Project Asset
Design and Drawings), 6.4 (Changes to the Project Assets Design), 6.7 (Changes to
the Kahramaa Facilities Design), 6.9(d) (Kahramaa Facilities Provisional Acceptance
Date and Final Acceptance Date), 6.15 (Extension of Milestone Dates) and 15.7
(Effects of a Force Majeure Event Prior to Project Commercial Operation Date) set
forth the sole and exclusive grounds upon which the Project Company shall be entitled
to an extension of the time for performance of any of its obligations under any Project
Agreement described in the Construction Programme.
17.14 Handback Works Report upon Project Company Event of

Default
(a) If this Agreement is terminated for a Project Company Event of Default in accordance
with Clause 17.5 (Termination due to an Event of Default), Ashghal shall:
(i) promptly and in any event not more than three (3) Business Days from the
Termination Date, have access to:
(A) the operational and maintenance records of the Project

Assets for the previous two (2) years; and
(B) the measurements provided by the Project Assets

instrumentation as well as additional portable
instrumentation, but will not be permitted to interfere
with the normal operation and maintenance of the
Project Assets; and
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EXECUTION VERSION
(ii) not less than sixty (60) Days from the Termination Date, carry out, or procure
the carrying out of, the Handback Works Report.
(b) Ashghal shall provide the Project Company with a written copy of the Handback
Works Report within five (5) Business Days of the conclusion of the Handback Works
Report. The Project Company shall have a period of thirty (30) Days following the
receipt of the Handback Works Report to review and raise any objections thereto with
Ashghal relating to the Handback Works Report. If the Parties are unable to agree the
Handback Works Report within forty five (45) Days of the date on which the
Handback Works Report was received by the Project Company, the Dispute shall be
referred to the Independent Expert for resolution pursuant to Clause 23.2
(Independent Expert). The provisions of Clause 18 (Handback) shall mutatis
mutandis apply to this Clause 17.14 (Handback Works Report upon Project Company
Event of Default) with regard to the Handback Works Report.
18. HANDBACK
18.1 Handback Transition Plan
(a) The Project Company shall transfer the Project Assets to the Handback Entity in
accordance with this Agreement and Schedule 8 (Handback Requirements).
(b) By no later than the Handback Period Commencement Date, the Project Company
shall submit to Ashghal, for Ashghal’s review and approval, a draft Handback
Transition Plan.
(c) In the event that Ashghal disapproves any aspect of the draft Handback Transition
Plan, it shall so notify the Project Company within fourteen (14) Days of delivery of
the draft Handback Transition Plan and the Project Company shall prepare and
resubmit to Ashghal, for Ashghal’s review and approval, as soon as practicably
possible a revised plan. In the event Ashghal does not so notify the Project Company
within such fourteen (14) Day period, that version of the Handback Transition Plan
shall be deemed approved. If the Parties are unable to agree the Handback Transition
Plan within ninety (90) Days of the date on which the draft Handback Transition Plan
was first provided to Ashghal, the Dispute shall be referred to the Independent Expert
for resolution pursuant to Clause 23 (Dispute Resolution).
(d) The Parties acknowledge that preparation and completion of the Handback
Transition Plan and implementation of services and work required or contemplated
by the Handback Transition Plan shall form part of and be covered by the Service
Payments during the Handback Period, as any such amounts may be reduced or
withheld by Ashghal during the Handback Period in accordance with this Agreement.
In no circumstance shall the Project Company be entitled to any additional
remuneration for fulfilling its obligations under this Clause 18 (Handback).
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EXECUTION VERSION
18.2 Handback Surveys, Initial Handback Inspection and Initial

Handback Report
(a) At the end of the Term, the Project Assets shall be subject to the Handback Surveys.
The scope of the Handback Surveys is set out in Schedule 8 (Handback
Requirements) however the Project Company and Ashghal shall agree the final
scope of the Handback Surveys.
(b) Ashghal shall, within the times set out in, and in accordance with, the Handback
Transition Plan and section 2.3 of Schedule 8 (Handback Requirements)
complete the Initial Handback Inspection.
(c) Ashghal shall provide the Project Company with a written copy of a report of the
findings of the Initial Handback Inspection within five (5) Days following the
conclusion of the Initial Handback Inspection and such written report being the
Initial Handback Report.
(d) The Project Company shall have a period of thirty (30) Days following the receipt of
the Initial Handback Report to review and raise any objections thereto with Ashghal
relating to the Initial Handback Report. If the Parties are unable to agree the Initial
Handback Report within thirty (30) Days of the date on which the Initial Handback
Report was received by the Project Company, the Dispute shall be referred to the
Independent Expert for resolution pursuant to Clause 23 (Dispute Resolution).
18.3 Final Handback Inspection and Final Handback Report

(a) Subject to the provisions of the Handback Transition Plan agreed or determined in
accordance with Clause 18.1 (Handback Transition Plan) and the provisions of section
3 of Schedule 8 (Handback Requirements), Ashghal shall procure the carrying
out of the Final Handback Inspection.
(b) Ashghal shall provide the Project Company with a written copy of a report of the
findings of the Final Handback Inspection within five (5) Days following the
conclusion of the Final Handback Inspection and such written report being the Final
Handback Report.
(c) The Project Company shall have a period of thirty (30) Days following the receipt of
the Final Handback Report to review and raise any objections thereto with Ashghal
relating to the Final Handback Report. If the Parties are unable to agree the Final
Handback Report within thirty (30) Days of the date on which the Final Handback
Report was received by the Project Company, the Dispute shall be referred to the
18.4 Handback Testing Plan and Handback Testing Report

(a) In accordance with the Handback Transition Plan, the Project Company shall prepare
the Handback Testing Plan and Handback Testing Report in accordance with section
4 of Schedule 8 (Handback Requirements).
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(b) The Project Company shall complete the tests the subject of the Handback Testing
Plan as set out in section 4 of Schedule 8 (Handback Requirements).
(c) Ashghal shall have a period of thirty (30) Days following the receipt of the Handback
Testing Report to review and raise any objection thereto with the Project Company
relating to the Handback Testing Report. If the Parties are unable to agree the
Handback Testing Report within thirty (30) Days of the date on which the Handback
Testing Report was received by Ashghal, the Dispute shall be referred to the
(d) The implications of failure of the Handback Testing Plan by the Project Company are
set out in section 4 of Schedule 8 (Handback Requirements).
18.5 Handback Security and Handback Transition Fund

(a) In lieu of establishing the Handback Transition Fund in accordance with Clause
18.5(d) (Handback Security and Handback Transition Fund), not earlier than three
(3) Quarters and not later than two (2) Quarters prior to the Handback Period
Commencement Date, the Project Company may propose an amount equal to the
greater of (the “Handback Security Amount”):
(i) ten percent (10%) of an aggregate amount equal to the product of (x) the
trailing five (5) year historical average (as ascertained at the date of its
proposal) of monthly Capacity Payments and (y) 24; and
(ii) ten percent (10%) of the Project Company’s aggregate projected Capacity
Payments to be made by Ashghal to the Project Company during the
Handback Period.
(b) Any proposal under Clause 18.5(a) (Handback Security and Handback Transition
Fund) shall be accompanied by supporting calculations and reasonable
documentation supporting the proposal. Within fifteen (15) Business Days of
receiving a proposal under Clause 18.5(a) ((Handback Security and Handback
Transition Fund)), Ashghal shall accept the proposal or reject the proposal and state
its reasons therefor (provided that Ashghal shall not unreasonably reject the
proposal). If Ashghal rejects the proposal, the Project Company may issue a revised
proposal for Ashghal’s acceptance in accordance with this Clause 18.5(b); provided,
however, that not more than two (2) proposals shall be issued to Ashghal under this
clause 18.5 (Handback Security and Handback Transition Fund).
(c) If the Project Company makes a proposal in accordance with this clause 18.5
(Handback Security and Handback Transition Fund) which is accepted by Ashghal in
accordance with this clause 18.5 (Handback Security and Handback Transition Fund),
the Project Company shall deliver to Ashghal the Handback Security before the expiry
of the last Quarter before the Handback Period Commencement Date in an amount
not less than the Handback Security Amount.
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(d) If the Project Company does not provide Ashghal with the Handback Security in
accordance with clause 18.5(c) (Handback Security and Handback Transition Fund),
then, in the two (2) years prior to the expiry of the Term, Ashghal shall withhold ten
percent (10%) of the monthly Capacity Payments that the Project Company would
otherwise be entitled to pursuant to this Agreement and shall establish a fund with
such sums at a bank within Qatar which is reasonably acceptable to the Project
Company and which is licensed to carry on banking business in Qatar. All commission
and interest payable in respect of amounts held in such Handback Transition Fund
shall remain in the Handback Transition Fund.
(e) If either Party terminates this Agreement during the Handback Period, then any
amounts held in the Handback Transition Fund on the Termination Date or any
amounts available to be drawn on the Handback Security, as applicable, shall be
applied as follows:
(i) first, if there is an outstanding Handback Works Amount payable to Ashghal,

an amount equal to such Handback Works Amount shall be paid to Ashghal
from amounts on deposit in the Handback Transition Fund or amounts drawn
on the Handback Security; and
(ii) second, if any other amounts are owed to Ashghal under this Agreement, an
amount equal to such amount shall be paid to Ashghal from amounts on
deposit in the Handback Transition Fund or amounts drawn on the Handback
Security; and
(iii) third, the remainder shall be transferred to the Project Company or the
Handback Security shall be returned to the Project Company, as applicable.
18.6 Handback Works

(a) If, following the Project Company’s receipt of the Initial Handback Report and Final
Handback Report under Clause 18 (Handback), it is agreed or determined that:
(i) no Handback Works are required, then:
(A) Ashghal shall not be entitled to draw on the Handback

Security or withhold any sums from the Handback
Transition Fund and shall return to the Project Company
the Handback Security or any amounts already withheld
pursuant to the Handback Transition Funds; and
(B) the Project Company shall be entitled to continue to

receive directly the full amount of any sums due to it
under any provision of this Agreement; or
(ii) Handback Works are required, then Ashghal shall:
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(A) be entitled to draw on the Handback Security an amount

equal to the Handback Works Amount; or
(B) be entitled to withhold an amount from the Handback

Transition Fund equal to the Handback Works Amount.
(b) The Project Company shall implement the Handback Works in accordance with this
Clause 18 (Handback) in accordance with the Initial Handback Report, Final
Handback Report and the Handback Transition Plan pending the resolution of any
such Dispute pursuant to Clause 23 (Dispute Resolution). If the Independent Expert
determines that no Handback Works (or part thereof) were required, Ashghal shall
reimburse any reasonable costs incurred by the Project Company in carrying out such
Handback Works (or part thereof) within thirty (30) Days of the date of such
determination.
(c) If:
(i) the Handback Works have been carried out so that the Project Assets satisfies
the Handback Conditions;
(ii) the Handback Works have been paid for by the Project Company;
and
(iii) the Project Company has served written notice on Ashghal confirming that it
has performed the obligations referred to in Clause (a) or 18.6(b) (Handback
Works),
then, as soon as practicable following its receipt of the Project Company’s notice
served under Clause 18.6(c)(iii) (Handback Works), Ashghal shall return the
Handback Security to the Project Company or Ashghal shall pay any credit balance in
the Handback Transition Fund and any amount withheld in accordance with Clause
18.6(a) (Handback Works) to the Project. If the Parties are unable to agree any of the
matters referred to in Clauses 18.6(c)(i) (Handback Works) or 18.6(c)(ii) (Handback
Works) within thirty (30) Days of Ashghal's receipt of such notice, the Dispute shall
be referred to the Independent Expert for resolution pursuant to Clause 23; provided,
however, that if a Termination Notice has been issued in accordance with this
Agreement, Clause 18.5(e) (Handback Security and Handback Transition Fund) shall
apply.
(d) If and to the extent that the Project Company fails to execute the Handback Works in
accordance with the Initial Handback Report, Final Handback Report and the
Handback Transition Plan, then Ashghal may:
(i) carry out such Handback Works at the cost of the Project Company; and
(ii) to the extent of its performance of the Handback Works under Clause 18.6(d)
(Handback Works):
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(A) request that the Project Company provide it with an

adjusted Handback Security in replacement of the
existing Handback Security to meet the cost of such
Handback Works; or
(B) make withdrawals from the Handback Transition Fund

to meet the cost of such Handback Works; or
(C) where the Project Company does not provide Ashghal

with an adjusted Handback Security in replacement of
the existing Handback Security to meet the cost of such
Handback Works or there are insufficient funds in the
Handback Transition Fund and the amount withheld in
accordance with Clause 18.6(a)(ii)(A) (Handback Works)
is insufficient to meet the cost of such Handback Works,
make deductions from any subsequent payment of the
Service Payments or recover such amounts from the
Project Company as a debt payable on demand, to pay for
such Handback Works.
18.7 Handback Certificate, Handback Conditions and

miscellaneous
(a) In accordance with the Handback Transition Plan, the Project Company shall:
(i) provide for Handback Training;
(ii) prepare a spare parts inventory to the Handback Entity;
(iii) provide sufficient consumables to allow the Project Assets to be operated in

the short term,
all as set out in section 4 of Schedule 8 (Handback Requirements).
(b) There will be a Handback Certificate issued by Ashghal to the Project Company as per
section 5 of Schedule 8 (Handback Requirements).
(c) On the expiry of the Term, the Project Company shall ensure that the Project Assets
satisfy the Handback Conditions.
18.8 Handback of Project Assets

(a) The Project Company, shall immediately upon the expiry of the Term or, if earlier,
upon payment by Ashghal of the Purchase Price under Clause 17.10(b) or 17.10(c)
(Payment of the Purchase Price), as applicable, transfer, free and clear of all
Encumbrances, and at no cost or expense to Ashghal, all of the Project Company's
right, title and interest in the Project Assets to the Handback Entity.
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(b) The transfer of the Project Company's right, title and interest in the Project Assets
shall include, insofar as they are necessary to operate and maintain the Project Assets,
all of the Project Company's right, title and interest in, to and under:
(i) to the extent assignable, all issued Approvals and all other Approvals, licenses,
authorizations, approvals, and other proprietary rights, if any, then held by
the Project Company pertaining to the construction, ownership and operation
of the Project Assets;
(ii) any proprietary components needed for the construction, ownership and
operation of the Project Assets;
(iii) all design and other information as may be reasonably requested by Ashghal
for the construction and operation of the Project Assets, including all Project
Assets and equipment manuals and other information prepared hereunder as
at the Termination Date or expiry of the Term (as the case may be);
(iv) all raw materials, consumables and spare parts;
(v) all tangible personal property;
(vi) all intangible personal property, including patents, patent licences, patent
applications, tradenames, trademarks, trademark registrations and
applications, trade secrets, copyrights, know how and any other intellectual
property rights;
(vii) all buildings and fixtures;
(viii) computerised and non computerised records, reports, data, files, and
information;
(ix) all drawings, test results and documents relating to the Project;
(x) all warranties of equipment, materials and work;
(xi) all contract rights and Insurance Policies (including any contracts and
agreements required for the construction and operation of the Project Assets,
including with the EPC Contractor and the O&M Contractor);
(xii) all work in progress under contracts with vendors, suppliers, contractors and
subcontractors;
(xiii) all rights with respect to insurance proceeds payable to or for the account of
the Project Company, but unpaid at the Termination Date:
(A) in connection with the damage to or loss of the Project

Assets, or any part or component forming or to form a
part thereof, but only to the extent such proceeds exceed
the amount that the Project Company has expended in
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relation to the repair, reconstruction or replacement

thereof; or
(B) in respect of an obligation of the Project Company to

indemnify a third party where such obligation applies or
shall apply to the Handback Entity, but only to the extent
that such obligation has not been and will not be satisfied
by the Project Company;
(xiv) all Staff requested by the Handback Entity to be transferred to it and which
agree for their employment to be transferred to the Handback Entity;
(xv) all personnel files of transferring Staff;
(xvi) updated schedules of pension benefit contributions due to transferring Staff

who are nationals of Qatar prior to the Termination Date;
(xvii) updated schedules of end of service benefits due to expatriate transferring

Staff accrued prior to the Termination Date;
(xviii) updated schedules of vacation leave due to transferring Staff accrued prior to
the Termination Date;
(xix) training records;
(xx) records of ongoing benefits expenditures made by the Project Company on

behalf of transferring Staff; and
(xxi) any other documents set out in section 5 of Schedule 8 (Handback

Requirements).
(c) The Project Company shall, subject to the provisions of the Handback Transition Plan
agreed or determined in accordance with Clause 18.7 (Handback Certificate,
Handback Conditions and miscellaneous):
(i) provide access and information to Handback Entity during the Handback
Period as may be required or useful for the Handback Entity to accept the
transfer of the Project Assets;
(ii) to the extent permissible by any Legal Requirements or any Approval,

continue to perform (on a cost reimbursement basis) its obligations under this
Agreement for the period that may be nominated by Ashghal but in any case
not longer than six (6) Months following the Termination Date;
(iii) terminate all subcontracts, except for subcontracts and other contractual
agreements (including warranties) as may be designated by Ashghal for
assignment, to the extent such subcontracts or other agreements may be so
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assigned, to the Handback Entity and assign to the appropriate person all such
subcontracts so designated for assignment;
(iv) fully cooperate with, and provide assistance to, the Handback Entity as is
necessary to expedite the orderly and seamless handback of the Project Assets
but in any case not longer than two (2) Months following the expiry of the
Handback Period. The obligations of the Project Company set out in this
Clause 18.5 (Handback Security and Handback Transition Fund) shall apply
during the relevant notice period of termination with effect from the date of
receipt of a Termination Notice from Ashghal.
19. INDEMNITIES
19.1 Indemnification by the Project Company
The Project Company shall indemnify, defend and hold harmless Ashghal (and its Affiliates and
contractors and its or their respective shareholders, directors, officers, employees, agents or
representatives (collectively Ashghal Parties), from and against all Claims made against or
suffered by Ashghal or any of Ashghal Parties:
(a) in relation to any loss of or damage to property or death or injury to persons (except
for workers' compensation claims), resulting from any negligent act or omission of
the Project Company or any of the Project Company Parties or that arises out of or is
in any manner connected with the performance of this Agreement, except to the
extent that such loss, damage, injury or death is attributable to the negligence or
misconduct of Ashghal or any of Ashghal Parties, the breach of this Agreement by
Ashghal or the failure of Ashghal or any of Ashghal Parties, as applicable, to take
reasonable steps in mitigation of the foregoing;
(b) in relation to the violation of any Environmental Legal Requirements by the Project
Company or any of the Project Company Parties occurring at the Project Site, or in
any way related to the Project Assets (including for Off Specification By-Products),
except to the extent that such Claim is determined to result from or arise out of (i) the
condition of the Project Site existing prior to the Closing Date, or (ii) any discharge,
release or leaching of any Hazardous Substance on, in, over, under or otherwise
affecting the Project Site (including the soil, subsoil, surface water or ground water on
or beneath the Project Site and the air above the same) caused by a person other than
the Project Company or any of the Project Company Parties; and
(c) under any Legal Requirements arising out of the Project Company's design,
construction, testing, commissioning, operation or maintenance of the Project Assets.
19.2 Indemnification by Ashghal

Ashghal shall indemnify, defend and hold harmless the Project Company (and its Affiliates and
Contractors and its or their respective shareholders, directors, officers, employees, agents or
representatives (collectively the Project Company Parties), from and against all Claims
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EXECUTION VERSION
made against or suffered by the Project Company or any of the Project Company Parties in
relation to any loss of or damage to property or death or injury to persons (except for workers'
compensation claims), resulting from any negligent act or omission of Ashghal or any Ashghal
Parties or otherwise that arises out of or is in any manner connected with the performance of
this Agreement, except to the extent such loss, damage, injury or death is attributable to the
negligence or misconduct of the Project Company or any Project Company Parties, or breach of
this Agreement by the Project Company, or the failure of the Project Company or any Project
Company Parties, as applicable, to take reasonable steps in mitigation of the foregoing.
19.3 Project Site Matters

(a) Without prejudice to Ashghal’s obligation to remove Hazardous Substances pursuant
to Clause 4.5(a) or 4.5(b) (Hazardous Substances), Ashghal shall indemnify, defend
and hold harmless each Project Company Party from and against any and all Claims,
suits, actions or other legal proceedings made against, or losses suffered by, any
Project Company Party resulting from any Environmental Condition on the Project
Site that:
(i) is attributable to the act or omission of any Ashghal Party; or
(ii) originates from within land owned by Ashghal but from outside the Project
Site.
(b) Without prejudice to Ashghal’s obligation to remove Hazardous Substances pursuant

to Clause 4.5(a) or 4.5(b) (Hazardous Substances), the Project Company shall
indemnify, defend and hold harmless each Ashghal Party from and against any and
all Claims, suits, actions or other legal proceedings made against, or losses suffered
by, any Ashghal Party resulting from any Environmental Condition:
(i) on the STW Facilities Site or outside of the STW Facilities Site but which
originates from within the STW Facilities Site;
(ii) on the Kahramaa Facilities Site, or outside of the Kahramaa Facilities Site but
which originates from within the Kahramaa Facilities Site, before the transfer
of title to the Kahramaa Facilities pursuant to Clause 6.10 (Payment of
Connection Fee);
(iii) on the Shared Facilities Site, or outside of the Shared Facilities Site but which
originates from within the Shared Facilities Site, before the commencement
of any Expansion Phase; or
(iv) on the Shared Facilities Site, or outside of the Shared Facilities Site but which
originates from within the Shared Facilities Site, after the commencement of
any Expansion Phase subject to the terms of the Shared Facilities Site
Agreement,
save for where any such Environmental Condition was subsisting in, on or under the
Project Site on or prior to the Effective Date and which, for the avoidance of doubt,
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EXECUTION VERSION
shall include an Environmental Condition which arises as a result of limb (i) of clause
4.5(c) (Hazardous Substances), in respect of which clause 4.5(a) (Hazardous
Substances) shall apply.
(c) Without prejudice to Ashghal’s indemnification obligations under Clause (a) (Project
Site Matters) and Ashghal’s obligation to remove Hazardous Substances pursuant to
Clause 4.5(a) (Hazardous Substances), if any Environmental Condition in, at, on or
under the Project Site, is required by a Competent Authority to be remediated, the
Project Company shall take or cause to be taken, in consultation and coordination
with Ashghal, all action required to:
(i) investigate, clean up, remove, or remediate such Environmental Condition as

required by the Competent Authority; and
(ii) fulfil the terms of any final and binding litigation or arbitration settlement
with, or any contractual obligation to, the relevant Competent Authority,
arising from such Environmental Condition.
(d) Without prejudice to the Project Company’s indemnification obligations under Clause
19.3(b) (Project Site Matters), Ashghal’s indemnification obligations under Clause
19.3(a) (Project Site Matters) and Ashghal’s obligation to remove Hazardous
Substances pursuant to Clause 4.5(a) (Hazardous Substances), if the Project
Company fails to promptly remediate any Environmental Condition required to be
remedied by the Project Company pursuant to Clause 19.3 (Project Site Matters),
Ashghal shall have the right to enter upon the Project Site and remediate such
Environmental Condition. All costs and expenses incurred by Ashghal to remediate
such Environmental Conditions shall be payable by the Project Company to Ashghal
upon receipt of an invoice.
19.4 Liability
Neither Party shall be liable to the other in contract, tort, warranty, strict liability, or any other
legal theory for any indirect, consequential, incidental, punitive, or exemplary damages, except
as expressly provided herein.
19.5 Mitigation
The Parties shall make all reasonable endeavours to mitigate any loss, cost or expense they may
suffer as a result of any breach of the other Party's material obligations under this Agreement.
20. ASSIGNMENT
20.1 Assignment with Consent
Save as expressly provided otherwise in this Agreement, neither Party shall be entitled to assign
or transfer its rights or obligations under this Agreement without the prior written consent of
the other Party.
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20.2 Assignment to Financing Parties

(a) The Project Company shall have the right, in accordance with the Legal Requirements,
to assign its rights under this Agreement to any Financing Parties or to any third party
security agent or trustee nominated by the Financing Parties and, upon the Project
Company's request, Ashghal shall provide such reasonable assurances and other
co-operation to the Financing Parties as may be requested by the Financing Parties,
including providing acknowledgements and notices to the Financing Parties dealing
with matters such as the respective rights and obligations of the Financing Parties and
the Project Company under the Financing Documents, provided that:
(i) such assurances and co-operation and the terms of such acknowledgements
and notices shall not (except as expressly provided in this Agreement) be
interpreted as diminishing Ashghal's rights and entitlements under this
Agreement; and
(ii) by providing such reasonable assurances and co-operation, Ashghal shall not
assume (and shall not be deemed to be assuming) any obligations under the
Financing Documents.
(b) Ashghal agrees to enter into one or more Direct Agreements with the Financing
Parties in respect of this Agreement as the Project Company or the Financing Parties,
may reasonably request in connection with the financing or refinancing provided that,
in so doing, Ashghal shall not assume (and shall not be deemed to be assuming) any
obligations under the Financing Documents.
21. REPRESENTATIONS AND WARRANTIES;

UNDERTAKINGS
21.1 Project Company Representations and Warranties
The Project Company represents and warrants to Ashghal as follows:
(a) it is duly incorporated and is validly existing and in good standing under the Legal
Requirements;
(b) it has the power and authority to enter into and perform its obligations under the
Project Agreements;
(c) this Agreement has been duly authorised, executed and delivered by it and constitutes
the legal, valid and binding obligation of it;
(d) there is no pending or threatened litigation or Claim which would materially impair
the Project Company's ability to perform its obligations under this Agreement; and
(e) the performance of its obligations under this Agreement will not result in the breach
of any term or provision of, or constitute a default under, any judgment, decree,
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indenture, mortgage or other agreement or instrument to which it is a party or by

which it is bound, nor will such performance conflict with any charter, by-law or
similar provision applicable to the Project Company. There are no conflicts or
violations of Legal Requirements which would materially affect its right or ability to
comply with the terms of this Agreement.
21.2 Ashghal Representations and Warranties

Ashghal represents and warrants to the Project Company as follows:
(a) it is duly established and is validly existing and in good standing under the Legal
Requirements;
(b) it has the power and authority to enter into and perform its obligations under the
Project Agreements;
(c) this Agreement has been duly authorised, executed and delivered by it and constitutes
its legal, valid and binding obligation;
(d) there is no pending or threatened litigation or Claim which would materially impair
Ashghal's ability to perform its obligations under this Agreement; and
(e) the performance of its obligations under this Agreement will not result in the breach
of any term or provision of, or constitute a default under, any judgment, decree,
indenture, mortgage or other agreement or instrument to which it is a party or by
which it is bound, nor will such performance conflict with any decree, charter, by-law
or similar provision applicable to Ashghal. There are no conflicts or violations of Legal
Requirements that would materially affect its right or ability to comply with the terms
of this Agreement.
21.3 Project Company Undertakings

(a) The Shareholders in the Project Company as of the Effective Date are as follows:
Developer Percentage of Share Capital

Lead Developer 26%
Al Attiya Motors and Trading Co. 49.33%
W.L.L.
Gulf Investment Corporation 24.67%
G.S.C.
TOTAL 100%
(b) Subject to Clause 21.3(c) (Project Company Undertakings), the Project Company
undertakes to Ashghal to ensure that, except where prior written consent of Ashghal
has been obtained (not to be unreasonably withheld or delayed), no Shareholder:
(i) registers or otherwise permits a Transfer of their Equity in the Project

Company; or
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(ii) issues further Shares in the Project Company where such issue would alter the
Shareholders’ percentage ownership of the Project Company or cause the
relevant minimum Equity requirement for the Lead Developer to be breached.
(c) The Project Company undertakes to Ashghal to ensure that:
(i) each Shareholder complies with the provisions of this Clause 21.3 (Project
Company Undertakings);
(ii) no Shareholder Transfers its Shares in the Project Company before the expiry
of Contract Year 2;
(iii) before the expiry of Contract Year 7, the Lead Developer does not Transfer any
of its Shares in the Project Company;
(iv) except as otherwise provided in Clause 21.3(c)(iii) (Project Company

Undertakings), after Contract Year 2, no Shareholder Transfers its Shares in
the Project Company without the prior written consent of Ashghal (not to be
unreasonably withheld or delayed); and
(v) after Contract Year 7, the Lead Developer shall not Transfer any of its Shares
in the Project Company without the prior written consent of Ashghal (not to
be unreasonably withheld or delayed);
(d) For the avoidance of doubt and without limiting other criteria which may affect
Ashghal’s consent, it shall be reasonable for Ashghal to withhold its consent to a
Transfer by a Shareholder under Clause 21.3(c) (Project Company Undertakings)
where the intended transferee does not have legal, financial or technical capability
which is at least equivalent to the transferor or the intended transferee is an Adverse
Person.
22. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Laws of The State
of Qatar.
23. DISPUTE RESOLUTION

23.1 Negotiation
The Parties agree to attempt to resolve any Dispute promptly, amicably, and in good faith. To
this end, each of Ashghal and the Project Company shall designate in writing to the other Party,
from time to time, a representative who shall be authorised to resolve by amicable agreement
any Dispute in connection with this Agreement and, unless otherwise expressly provided herein,
to exercise the authority of such Party to reach such an agreement. Subject to Clause 23.2(a)
(Independent Expert), if any Dispute is not resolved between the Parties pursuant to this Clause
23.1 (Negotiation) within thirty (30) Days from the date on which one Party receives notice
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from the other Party that a Dispute exists, then such Dispute shall be settled exclusively and
finally in accordance with Clause 23.3 (Arbitration) unless this Agreement expressly provides
that the subject matter of the Dispute is first submitted to the Independent Expert pursuant to
23.2 Independent Expert
(a) Any Dispute expressly referred to the Independent Expert under this Agreement shall
be referred to a single third-party expert (the Independent Expert) appointed in
accordance with the provisions of this Clause 23.2 (Independent Expert), if the Parties
cannot resolve such Dispute pursuant to the procedures set out in Clause 23.1
(Negotiation). Any other Dispute that the Parties cannot resolve pursuant to the
procedures set out in Clause 23.1 (Negotiation) may be referred to the Independent
Expert by either Party sending a notice to the other no later than thirty (30) Days after
the expiration of the thirty (30) Day period stipulated in Clause 23.1 (Negotiation).
(b) The selection of the Independent Expert shall be made from the list of experts set
forth in Schedule 27 (List of Independent Experts)(as supplemented or otherwise
modified from time to time in accordance with the terms hereof). In selecting the
Independent Expert, each Party (starting with Ashghal for the first Dispute and
alternating between Ashghal and the Project Company for each Dispute thereafter)
shall alternate in deleting one name from the list of experts until only one such expert
shall remain, which expert shall be the Independent Expert. The Independent Expert
shall be designated from such list not later than seven (7) Days following the
expiration of the thirty (30) Day period stipulated above, and such designation shall
become effective on the seventh (7th) Day following such designation. In the event
the remaining expert is unavailable, is not independent of the Parties or is unable or
unwilling to meet the requirements set out herein, the Independent Expert shall be
appointed by the ICC International Centre for Expertise (the ICC Centre) (or such
other body agreed by the Parties). Within fifteen (15) Days of the designation of the
Independent Expert, each of Ashghal and the Project Company shall submit to the
Independent Expert a notice (a Position Notice) setting forth in detail such Party's
position in respect of the issues in dispute. Such notice shall include supporting
documentation, if appropriate.
(c) The Independent Expert shall complete all proceedings and issue his decision with
reasons with regard to the Dispute as promptly as reasonably possible, but in any
event within forty (40) Business Days of the date on the Independent Expert’s terms
of reference are concluded, unless the Independent Expert reasonably determines
that additional time is required in order to give adequate consideration to the issues
raised. In such case, the Independent Expert shall state in writing his reasons for
believing that additional time is needed and shall specify the additional period
required, which period shall not exceed ten (10) Days unless Ashghal and the Project
Company agree otherwise. In resolving a Dispute, the Independent Expert shall:
(i) consider all facts and circumstances he deems relevant given the nature of the
Dispute; and
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(ii) choose either the position of Ashghal as set forth in Ashghal's Position Notice,
the position of the Project Company as set forth in the Project Company's
Position Notice or an alternative position based on the information provided
to the Independent Expert in the Position Notices.
(d) If the Independent Expert should fail to notify the Parties of his decision with respect
to any Dispute referred to him pursuant to Clause 23.2(a) (Independent Expert)
within the time-limit specified in Clause 23.2(c) (Independent Expert), either Party
may give notice within thirty (30) Days after expiration of such time-limit that the
Dispute is to be decided by arbitration pursuant to Clause 23.3 (Arbitration),
whereupon the Independent Expert shall give no further consideration to the Dispute
and shall not issue a decision.
(e) The decision of the Independent Expert regarding certain Disputes, as specifically
identified in this Agreement, shall be final and binding on the Parties and shall not be
subject to appeal by arbitration, court or any other tribunal or dispute resolution body.
Any other decision of the Independent Expert regarding a Dispute shall be final and
binding on the Parties unless notice of dissatisfaction with the decision is given by one
Party to the other Party, with a copy to the Independent Expert, within thirty (30)
Days of such Party's receipt of the Independent Expert's decision, in which event such
Dispute may be settled by arbitration pursuant to Clause 23.3 (Arbitration), provided
a Party commences action pursuant to Clause 23.3 (Arbitration) within sixty (60)
Days from the date of the receipt by a Party of the notice of dissatisfaction. If such
action is not commenced within such sixty (60) Day period, the Independent Expert's
decision shall be final and binding upon the Parties, notwithstanding the notice of
dissatisfaction given by the Party thereafter.
(f) During the first Month of each Contract Year, each of Ashghal and the Project
Company shall review the current list of Independent Experts and notify the other
Party of any proposed additions to the list and any intended deletions. Intended
deletions shall automatically become effective thirty (30) Days after notice is received
by the other Party unless written objection is made by such other Party within such
thirty (30) Days and provided that such deletions do not leave the list without at least
three (3) names after giving effect to any concurrent addition of names pursuant to
this Clause 23.2(f) (Independent Expert). Proposed additions to the list shall
automatically become effective thirty (30) Days after notice is received by the other
Party unless written objection is made by such other Party within thirty (30) Days. If
the Parties agree, a new name or names may be added to the list of Independent
Experts at any time.
(g) If, for any reason, the number of names on the current list of Independent Experts
should fall below three (3), any Party may request the ICC Centre to name up to five
(5) persons, who will automatically be added to the list of Independent Experts. All
individuals named in this manner by the ICC Centre shall be qualified engineers with
at least ten (10) years' experience in the design, construction, ownership, operation
or maintenance of sewage treatment facilities.
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(h) A Party may, at any time, remove a particular expert from the list of Independent
Experts referred to in Clause 23.2(f) (Independent Expert) by obtaining the other
Party's reasonable consent to such removal, provided, however, that neither Party
may remove a name or names from the list if such removal would leave the list without
at least three (3) names after giving effect to any concurrent addition of names
pursuant to Clause 23.2(g) (Independent Expert).
(i) The Party who has referred a Dispute to the Independent Expert under this Clause
23.2 (Independent Expert) shall pay any and all advances on costs required by the
Independent Expert (including costs associated with the appointment thereof) and
other costs reasonably related to the resolution of the relevant Dispute before the
Independent Expert. Each Party shall submit an itemised list of all such costs and a
proposal for which Party should bear such costs (with a reasonably detailed
explanation therefor) as part of its Position Notice and the Independent Expert shall
finally determine and allocate all such costs as between the Parties as part of his
decision. If the Dispute referred to the Independent Expert is not finally determined
in accordance with Clause 23.2(d) (Independent Expert), the Party who has referred
the relevant Dispute to the Independent Expert shall remain responsible for all costs
advanced under this Clause 23.2(i) (Independent Expert).
23.3 Arbitration
(a) Except as provided for in Clause 23.2 (Independent Expert), any Dispute that cannot
be resolved by the Parties pursuant to Clause 23.1 (Negotiation) may be submitted by
either Party to arbitration in accordance with this Clause 23.3 (Arbitration). This
Agreement and the rights and obligations of the Parties shall remain in full force and
effect pending the award of such arbitration proceeding, which award, if appropriate,
shall determine whether and when any termination shall become effective.
(b) Any Dispute arising as to whether a decision of the Independent Expert is final and
binding pursuant to Clause 23.2(e) (Independent Expert) shall be referred to
arbitration in accordance with this Clause 23.3 (Arbitration). In the event the
Tribunal finds that the decision of the Independent Expert pursuant to Clause 23.2(e)
(Independent Expert) is not final and binding for any reason, the underlying Dispute
shall be referred to arbitration in accordance with this Clause 23.3 (Arbitration).
(c) Each arbitration shall be conducted in Doha, Qatar pursuant to the Rules of the
International Chamber of Commerce (ICC) (the ICC Rules) in force at the time the
arbitration commences. The legal seat of each arbitration shall be Doha, Qatar. This
governing law of this arbitration agreement in Clause 23.3 (Arbitration) shall be the
law of the State of Qatar.
(d) The arbitration shall be conducted by an arbitration tribunal (the Tribunal)

consisting of three (3) arbitrators. Subject to Clause 23.3(e) (Arbitration), each Party
shall appoint one (1) arbitrator with, in the case of a Dispute of a technical nature,
knowledge and experience in such technical matters. The two (2) arbitrators so
appointed shall, subject to Clause 23.3(e) (Arbitration), jointly appoint the third
arbitrator who shall serve as the chairman of the Tribunal. If a Party fails to appoint
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its arbitrator within a period of ten (10) Days after receiving notice of the arbitration,
or if the two (2) arbitrators appointed cannot agree upon the third arbitrator within a
period of thirty (30) Days after appointment of the second arbitrator, then such
arbitrator shall, subject to Clause 23.3(e) (Arbitration), be appointed by the President
of the ICC International Court of Arbitration, or as otherwise agreed between the
Parties.
(e) Only persons with the appropriate technical or legal experience related to the design,
construction, ownership, operation and maintenance of sewage treatment facilities
shall be appointed as arbitrators. No arbitrator shall be a present or former employee
or agent of, or consultant or counsel to, either Party or its Affiliates or any Competent
Authority or a national of a state with which the domicile of any Party does not
maintain diplomatic relations. The chairperson of the Tribunal shall not be:
(i) a national of Qatar; or
(ii) a national of any of the Shareholder’s respective domiciles.
(f) The language of arbitration shall be English. All documents or evidence presented at
such arbitration in a language other than English (by agreement) shall be
accompanied by a certified English translation. The arbitrators shall decide the
Dispute by majority of the Tribunal and shall state in writing the reasons for its
decision. The award of the Tribunal shall be final and binding on the Parties. The
Tribunal shall have the right and authority to grant injunctive, declaratory and other
equitable relief.
(g) The Parties further undertake to carry out without delay the provisions of any
arbitration award or decision, and each agrees that any such award or decision, may
be enforced by any court or tribunal having jurisdiction.
(h) The Parties shall each pay one-half (½) of any advances on costs required under the
Rules or as otherwise requested by the Tribunal. The costs of such arbitration shall be
finally determined and allocated between the Parties by the Tribunal in its award.
(i) The Parties agree to the joinder of parties and the consolidation of arbitrations under
any dispute, claim, difference or controversy arising out of, relating to or having any
connection with any Project Agreements, Relevant Documents or related agreements,
including any question regarding their existence, validity, interpretation,
performance, breach or termination and any Dispute relating to any non-contractual
obligations arising out of or in connection with them (a Related Dispute).
(j) Any Party commencing arbitration pursuant to this Clause 23.3 (Arbitration) shall
give prompt notice of the Dispute to the Parties to this Agreement and/or to the
parties to the other Project Agreements, Relevant Documents or related agreements
that are not named as claimant(s) or respondent(s) in the request for arbitration, in
order to allow them to join voluntarily to the proceedings. Each Party to this
Agreement consents to such joinder.
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(k) Upon the request of any party to a Related Dispute, each Party to this Agreement
consents:
(i) to be joined in arbitration proceedings commenced in relation to such Related

Dispute; and/or
(ii) to the consolidation of a Dispute and a Related Dispute into a single arbitration.
23.4 Exclusive Jurisdiction

Neither Party shall have the right to, nor shall they, commence or maintain any legal
proceedings concerning a Dispute, including any legal proceedings in or outside of Qatar, until
the Dispute has been resolved in accordance with Clause 23.2 (Independent Expert) or 23.3
(Arbitration) and then only to enforce or execute an award.
23.5 Obligations Continuing

Unless otherwise agreed in writing, the existence of a Dispute shall not relieve either Party from
the performance of its obligations under this Agreement not the subject of the Dispute.
24. MISCELLANEOUS
24.1 Notices
Any notice or other communication from one Party to the other shall be in the English language,
made in writing, and delivered by hand, courier or by facsimile to the person designated by the
other Party to receive such communications, as follows:
(a) Ashghal
Address: Public Works Authority

Al-Faisal Tower 1
West Bay
Doha
P.O. Box 22188
State of Qatar
Attention: The President
Fax: +974 4495 0900
Email: mfakhr@ashghal.gov.qa
Project Company
Address: PO Box 23616, Doha, Qatar
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Attention: Mohammed Faour
Fax: +974 4456 8750
Email: mohammed.faour@metito.com
(b) A notice shall be deemed to have been made or delivered:
(i) in the case of any communication made by letter, when delivered by hand, by
recognised courier or by mail (registered return receipt requested) at the
address set out in Clause 24.1 (Notices);
(ii) in the case of any communication made by facsimile, when transmitted

properly addressed to the facsimile number set out in Clause 24.1 (Notices),
and the sender has received a sent receipt; and
(iii) in the case of any communication made by email, when transmitted properly
addressed to the email address set out in Clause 24.1 (Notices), and the sender
has received a sent receipt.
(c) If a Party changes its notice details set out in Clause 24.1 (Notices), it shall provide
the other Party with prompt notice of any such changes prior to effecting the same.
24.2 Amendments
This Agreement may be amended only with the prior written consent of both Parties.
24.3 No Implied Waiver

The failure by either Party to insist upon strict performance of any provisions of this Agreement
shall not be construed as a waiver of any such provisions or the relinquishment of any such right
for the future.
24.4 No Third Party Beneficiaries

Unless expressly provided to the contrary in this Agreement, a person who is not a Party to this
Agreement has no right, under Article 177 of Qatari Law No. (22) of 2004 or otherwise, to
enforce or to enjoy the benefit of any term of this Agreement.
24.5 Consent to Action and Enforcement

(a) Each Party consents, in respect of any legal action or proceeding arising out of or in
connection with this Agreement, to the giving of any relief or the issue of any process
in connection with such action or proceeding in respect of the making, enforcement
or execution of any order or judgment which may be made or given in such action or
proceeding against its assets invested in financial, commercial or industrial activities,
or STW Facilities Sites in banks.
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(b) Each Party irrevocably agrees for the benefit of the other, and in relation to this
Agreement only, not to claim, and irrevocably waives, immunity from suit for itself or
from execution or attachment, for its assets invested in financial, commercial or
industrial activities or STW Facilities Sites in banks.
24.6 Confidentiality
(a) During the Term of this Agreement and after termination or expiration of this
Agreement for any reason whatsoever each Party shall:
(i) keep the Confidential Information confidential;
(ii) not disclose the Confidential Information to any other person who is not a
Party other than:
(A) with the prior written consent of the other Parties, or
(B) in accordance with Clause 24.6(b) (Confidentiality); and
(iii) not use the Confidential Information for any purpose other than the
performance of its obligations under this Agreement.
(b) During the Term of this Agreement and after termination or expiration of this
Agreement for any reason, a Party may disclose the Confidential Information:
(i) to its shareholders (including its direct and indirect shareholders, provided
that in no circumstances shall disclosure to the public be permitted pursuant
to this Clause 24.6(b)(i)) (Confidentiality), directors, officers or employees or
its professional advisers, lenders, potential investors or lenders, Contractors
or potential Contractors (or with respect to Ashghal, any other Competent
Authority) (or their respective directors, officers or employees), in connection
with the Project (each a Recipient) to the extent necessary to achieve the
purposes of this Agreement, provided that the disclosing Party shall procure
that each Recipient is made aware of and complies with all the disclosing
Party's obligations of confidentiality under this Agreement as if the Recipient
was a party to this Agreement;
(ii) if, and only to the extent, required to disclose such information by judicial
(including during any Dispute) or administrative process (including to any
Competent Authority) or otherwise in accordance with any applicable law or
Legal Requirements or the rules of any recognised stock exchange applicable
to the disclosing Party;
(iii) with the consent of the other Parties (not to be unreasonably withheld), in the
interests of attracting debt or equity financing for the Project;
(iv) to its legal, financial or technical advisors or pursuant to the Financing

Documents or the Equity Financing Documents, provided that prior to
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making such disclosure, the disclosing Party obtains an appropriate

confidentiality undertaking from the person to whom the Confidential
Information is to be disclosed; or
(v) in a legal action or proceeding brought by the disclosing Party in pursuit of its
rights or in exercise of its remedies.
(c) The obligations contained in Clauses 24.6(a) (Confidentiality) and 24.6(b)

(Confidentiality) shall not apply to any Confidential Information which:
(i) is at the Effective Date in, or at any time after the Effective Date comes into,
the public domain other than through breach of this Agreement by the
disclosing Party or any Recipient;
(ii) can be shown by the disclosing Party to the reasonable satisfaction of the other
Party to have been known to the disclosing Party independently; or
(iii) on, before or after the Effective Date has come lawfully into the possession of
the disclosing Party from a third party.
(d) This prohibition shall not forbid a Party, with the prior written consent of the other
Party, from issuing press releases containing Confidential Information in relation to
the progress of the Project.
(e) For the purposes of this Clause 24 (Miscellaneous), Confidential Information

means this Agreement and all information concerning the Project and the other Party
(or its Affiliates), whether (i) in writing, verbally or by any other means, or (ii)
acquired directly or indirectly before or after the Effective Date.
24.7 Invalidity
The invalidity or unenforceability of any provisions of this Agreement shall be determined in
accordance with Clause 23.3 (Arbitration). The Parties hereby agree to use good faith efforts to
negotiate an equitable adjustment to any provisions of this Agreement determined to be invalid
or unenforceable with a view towards effecting the purposes of this Agreement, and the validity
or enforceability of the remaining provisions of this Agreement shall not be affected by such
determination.
24.8 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors, legal representatives and permitted assigns.
24.9 Relationship of the Parties

Nothing contained in this Agreement shall be construed to create an association, trust,
partnership or joint venture between the Parties. Each Party shall be liable individually and
severally for its own obligations under this Agreement.
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24.10 Expenses
Each Party shall pay its own costs and expenses (including the fees and expenses of its agents,
representatives, advisors, counsel and accountants) necessary for the negotiation, execution,
delivery, performance of and compliance with this Agreement.
24.11 Language
This Agreement is being executed in the English language.
24.12 Entire Agreement

This Agreement and its Appendices constitutes the entire agreement and understanding
between the Parties with respect to the subject matter hereof and supersedes all previous
understandings, representations, or agreements between the Parties, whether written or oral.
24.13 Counterparts
The Parties may execute this Agreement in counterparts, which shall, in the aggregate, when
signed by both Parties constitute one and the same instrument; and thereafter, each
counterpart shall be deemed to be an original instrument as against any Party who has signed
it.
24.14 No double recovery

Notwithstanding any other provisions of this Agreement, neither Party shall be entitled to
recover compensation or make a claim under this Agreement in respect of any loss that it has
incurred to the extent that it has already been compensated in respect of that loss pursuant to
this Agreement, any other Project Agreement or otherwise.
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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Agreement to
be executed by their duly authorised representatives as of the date first written above.
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SIGNATORIES
PUBLIC WORKS AUTHORITY
By:
Name:
Title:
Witnessed:
By:
Name:
Title:
AL WAKRA WATER COMPANY WLL
By: By: By:
Name: Name: Name:
Title: Title: Title:
Witnessed: Witnessed: Witnessed:
By: By: By:
Name: Name: Name:
Title: Title: Title:
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SCHEDULE 1
Project Site
[Attached]
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EXECUTION VERSION
SCHEDULE 2
Design and Construction Requirements
[Attached]
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EXECUTION VERSION
SCHEDULE 3
Acceptance and Availability Test Requirements
[Attached]
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SCHEDULE 4
Service Requirements
[Attached]
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Schedule 5
Influent Quantity and Quality Parameters
[Attached]
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SCHEDULE 6
Guaranteed Output Performance Requirements
[Attached]
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SCHEDULE 7
Metering and Monitoring Requirements
[Attached]
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SCHEDULE 8
Handback Requirements
[Attached]
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SCHEDULE 9
Reporting and Submission Requirements
[Attached]
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EXECUTION VERSION
SCHEDULE 10
Refinancing
1. Definitions
In this schedule, defined terms shall have the meanings given to them in Agreement. Unless
the context otherwise requires, the following words and expressions shall have the meanings
set out below:
"Business Days" as defined in the Agreement.
"Contingent Funding Liabilities" means any obligation of any person to provide

funding of any nature to the Project Company on the occurrence of a specified event, which
obligation remains for the time being unsatisfied (excluding any obligation of Financing
Parties arising under the Financing Documents).
"Days" as defined in the Agreement.
"Distribution" means:
(a) whether in cash or in kind, any:
(i) dividend or other distribution in respect of the share capital of the

Project Company;
(ii) capitalisation of profits, bonus issue, reduction of capital, redemption or

purchase of shares or any other reorganisation or amendment to the
share capital of the Project Company;
(iii) payment, loan, contractual arrangement or transfer of assets or rights to

the extent (in each case) it was put in place at or after Financial Closing
and was neither in the ordinary course of business nor on reasonable
(iv) the receipt of any other benefit that is not received in the ordinary course
of business and on reasonable commercial terms; or
(b) the early release of any Contingent Funding Liabilities, the amount of such release
being deemed to be a gain for the purposes of any calculation of Refinancing Gain.
"Exempt Financing" means:
(a) a change in taxation (excluding tax rate) or change in accounting treatment;
(b) the exercise of rights, waivers, consents and similar actions which relate to Day-to-
Day administrative and supervisory matters, and which are in respect of:
(i) breach of representations and warranties or undertakings;
(ii) movement of monies between the Project Accounts in accordance with

the terms of the Financing Documents as at Financial Closing;
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EXECUTION VERSION
(iii) late or non-provision of information, consents or licences;
(iv) amendments to the Project Agreements;
(v) approval of revised technical and economic assumptions for Financial

Model runs (to the extent required for forecasts under the Financing
Documents);
(vi) restrictions imposed by the Financing Parties on the dates at which the
Senior Debt can be advanced to the Project Company under the
Financing Documents and/or amounts released from the escrow account
during the construction phase draw down period, each as referred to in
the Financing Documents and which are given as a result of any failure
by the Project Company to ensure that the construction work is
performed in accordance with the agreed construction programme and
which are notified in writing by the Project Company to Ashghal prior to
being given;
(vii) changes to milestones for drawdown and/or amounts released from any
escrow account during the construction phase draw down period, each as
referred to in the Financing Documents and which are given as a result of
any failure by the Project Company to ensure that construction work is
performed in accordance with the agreed construction programme and
which are notified in writing by the Project Company or the Financing
Parties (pursuant to the Financing Documents) to Ashghal prior to being
given;
(viii) failure by the Project Company to obtain any consent by statutory bodies
required by the Financing Documents; or
(ix) voting by, and the voting arrangements between, the Financing Parties in
respect of the levels of approval required by them under the Financing
Documents;
(c) any sale of shares in the Project Company by the founders or shareholders or
securitisation of the existing rights and/or interests attaching to shares in the
Project Company;
(d) any Qualifying Bank Transaction;
(e) the Project Company effecting a "true-up" drawing on or after the Commercial
Operation Date so as to draw down a sum up to the maximum amount permitted
to be drawn under the Financing Documents in force as at Financial Closing; or
(f) any release of excess amounts from the debt service reserve account or any other
reserve account as a result of the aggregate of the amount standing to the relevant
account and the face value of any letter of credit or guarantee issued in connection
with that account being in excess of the required balance for that account as set out
in the Financing Documents.
"Financial Model" as defined in the Agreement.
"Financing" means the initial financing effected by the Financing Documents at Financial
Closing.
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"Financial Closing" as defined in the Agreement.
"Financial Documents" as defined in the Agreement.
"Financial Parties" as defined in the Agreement.
"GCC" means the states of the Gulf Co-operation Council, being the Kingdom of Bahrain, the
State of Kuwait, the Sultanate of Oman, the State of Qatar, the Kingdom of Saudi Arabia and
the United Arab Emirates.
"Net Present Value" means the aggregate of the discounted values, calculated as of
Financial Closing (in respect of the Financing) and on the date of any Refinancing (in respect
of such Refinancing), of each of the relevant projected Distributions, in each case discounted
using the Reference IRR.
"Notifiable Financings" means any Refinancing described in paragraph (a) or (c) (which
shall exclude a Qualifying Bank Transaction) of the definition of Refinancing in Agreement
and any other arrangement which has or would have a similar effect or which has or would
have the effect of limiting the Project Company's or any Affiliate's ability to carry out any
such arrangement.
"Project Accounts" means accounts referred to in and required to be established under the
"Qualifying Bank Transaction" means:
(a) the syndication by a Financing Party, in the ordinary course of its business, of any
of its rights or interests in the Financing Documents;
(b) the grant by a Financing Party of any rights of participation, or the disposition by a
Financing Party of any of its rights or interests (other than as specified in
paragraph (a) above), in respect of the Financing Documents in favour of:
(i) any other Financing Party;
(ii) any institution (other than a Relevant Person) which is recognised or

permitted under any law to carry on the business of a credit institution, to
accept deposits or to purchase or invest in loans, securities or other financial
assets;
(iii) a public authority; or
(iv) any other institution in respect of which the prior written consent of Ashghal
has been given; and/or
(c) the grant by a Financing Party of any other form of benefit or interest in either the
Financing Documents or the revenues or assets of the Project Company, whether
by way of security or otherwise, in favour of:
(i) any other Financing Party;
(ii) any institution specified in paragraph (b)(ii) above;
(iii) a public authority; or
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(iv) any other institution in respect of which the prior written consent of
Ashghal has been given.
"Qualifying Refinancing" means any Refinancing that shall give rise to a Refinancing
Gain greater than zero that is not an Exempt Financing.
"Recalculated IRR" means the internal rate of return on equity injections made by the
Relevant Persons and Distributions expected to be made to the Relevant Persons over the
Term calculated on the same basis as the Reference IRR.
"Reference IRR" means 4.110%.
"Refinancing" as defined in the Agreement.
"Refinancing Gain" means an amount equal to the greater of zero and (A - B), where:
A = the Net Present Value of the Distributions projected immediately prior to the
Refinancing (taking into account the effect of the Refinancing and using the Financial Model
as updated (including as to the performance of the Project) so as to be current immediately
prior to the Refinancing) to be made to each Relevant Person (without double counting) over
the remaining term of this Agreement following the Refinancing;
B = the Net Present Value of the Distributions projected immediately prior to the
Refinancing (but without taking into account the effect of the Refinancing and using the
Financial Model as updated (including as to the performance of the Project) so as to be
current immediately prior to the Refinancing) to be made to each Relevant Person (without
double counting) over the remainder of the Term following the Refinancing,
provided that the Refinancing Gain shall be deemed to be zero where the Recalculated IRR
projected taking into account the effect of the Refinancing is less than the Reference IRR.
"Refinancing Notice" has the meaning given in paragraph 7 (Ashghal right to request
Qualifying Refinancing).
"Relevant Person" means any Shareholder and any of their respective Affiliates (excluding
the Project Company).
"Service Payment" as defined in the Agreement.
"Term" as defined in the Agreement.
2. Notice and consent obligations

2.1 Financing
(a) The Project Company shall keep Ashghal informed as to the status of negotiations
with the prospective Financing Parties in the finalisation of the terms for the
Financing.
(b) The Project Company shall promptly provide a notice to Ashghal with full details of:
(i) the proposed terms for the Financing, as at the date of signature of this
Agreement; and
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(ii) the Financing, immediately on Financial Closing,
including a copy of the proposed Financial Model (or updated Financial Model)
relating to the Financing and the basis for the assumptions used in the Financial
Model. Ashghal shall (prior to, during and at any time after the Financing) have
unrestricted rights of audit over the Financial Model and documentation used in
connection with the Financing.
2.2 Qualifying Refinancing

(a) The Project Company shall promptly provide Ashghal with full details of any proposed
Qualifying Refinancing including a copy of the proposed Financial Model (or updated
Financial Model) relating to the Qualifying Refinancing and the basis for the
assumptions used in the Financial Model. Ashghal shall (prior to, during and at any
time after any Refinancing) have unrestricted rights of audit over the Financial Model
and documentation (including any aspect of the calculation of the Refinancing Gain)
used in connection with the Refinancing (whether or not the Refinancing is a
Qualifying Refinancing).
2.3 Notifiable Financings

Without prejudice to the other provisions of this schedule, the Project Company shall:
(a) notify Ashghal of all Notifiable Financings on becoming aware of the same and again
when they are entered into and provide full details of the same; and
(b) include a provision in the Financing Documents whereby Ashghal is entitled to be

informed of any proposals which the Financing Parties may have to refinance the
3. Entitlement of Ashghal to share of Refinancing Gain

Ashghal shall be entitled to receive a 50 per cent share of any Refinancing Gain arising from
a Qualifying Refinancing.
4. Method of payment of Ashghal's share

Ashghal shall have the right to elect to receive its share of any Refinancing Gain as either:
(a) a single payment in an amount less than or equal to any Distribution made to
Relevant Persons on or around the date of the Qualifying Refinancing; or
(b) a reduction in the Service Payment over the remainder of the Term; or
(c) a combination of the above.
5. Calculation of Refinancing Gain

Ashghal and the Project Company shall negotiate in good faith to agree the basis and method
of calculation of the Refinancing Gain and payment of Ashghal's share of the Refinancing
Gain (taking into account how Ashghal has elected to receive its share of the Refinancing
Gain under paragraph 4 (Method of payment of Ashghal's share)). If the Project Company
and Ashghal fail to agree the basis and method of calculation of the Refinancing Gain or the
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EXECUTION VERSION
payment of Ashghal's share, the dispute shall be determined in accordance with clause 23
(Dispute Resolution) of the Agreement.
6. Costs
The Refinancing Gain shall be calculated after taking into account the reasonable and proper
professional costs (including any breakage costs) that each Party directly incurs in relation
to the Qualifying Refinancing (but excluding any fees or payments to Relevant Persons or
the internal management or resource costs of Ashghal and the Project Company) and on the
basis that all reasonable and proper professional costs incurred by Ashghal shall be paid to
Ashghal by the Project Company within 24 Business Days of any Qualifying Refinancing,
provided that invoices containing reasonable details in respect of such costs have been
provided to the Project Company.
7. Ashghal right to request Refinancing

7.1 If Ashghal (acting reasonably) considers the funding terms generally available in the
market to be more favourable than those reflected in the Financing Documents,
Ashghal may, by notice in writing to the Project Company, require the Project
Company to request potential funders to provide terms for a potential Refinancing
(a "Refinancing Notice").
7.2 The Refinancing Notice shall set out in reasonable detail the grounds upon which
Ashghal believes such funding terms to be available. The Project Company and
Ashghal shall meet to discuss the Refinancing Notice within 28 Days of receipt by
the Project Company of the Refinancing Notice. Such a meeting shall consider the
evidence available to the Parties about the availability of funding terms for a
potential Refinancing. Ashghal shall be entitled to withdraw the Refinancing Notice
at or before such a meeting, or within ten Days following the meeting.
7.3 If Ashghal serves a Refinancing Notice which is not withdrawn pursuant to

paragraph 7.2 above, the Project Company shall:
(a) act promptly, diligently and in good faith with respect to the potential
Refinancing;
(b) use all reasonable endeavours to obtain the most favourable available
terms from existing and/or new lenders for any potential Refinancing
(provided that the Project Company shall not be required to propose
Refinancing in a manner which a prudent board of directors of a
company operating in the same business in the GCC to that operated by
the Project Company, in similar circumstances, would not approve), for
the avoidance of doubt also being terms which are likely to generate a
positive Refinancing Gain after the deduction of costs in accordance with
the provisions of paragraph 6 (Costs);
(c) either:
(i) as soon as reasonably practicable after receipt of the

Refinancing Notice, provide to Ashghal:
(A) full details of the proposed Refinancing, including a

Financial Model and the basis for the assumptions used
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in the Financial Model and evidence to the reasonable

satisfaction of Ashghal that these assumptions represent
the most favourable available terms for the potential
Refinancing on the basis set out in paragraph 7.3(b)
above; and
(B) initial drafts of any changes to this Agreement including

in relation to potential compensation on termination
which might be required to give effect to the proposed
Refinancing; or
(ii) if the Project Company (acting reasonably) believes that it is

not possible to obtain funding terms which are more favourable
than those reflected in the Financing Documents in accordance
with the requirements of paragraph 7.3(b) above, provide
evidence to the reasonable satisfaction of Ashghal for such
belief and evidence to the reasonable satisfaction of Ashghal
that the Project Company has complied with its obligations in
paragraphs 7.3(a) and 7.3(b) above.
7.4 Following receipt of the information referred to in paragraph 7.3(c)(i) above,

Ashghal shall (in its absolute discretion) either:
(a) instruct the Project Company to implement the proposed Refinancing; or
(b) instruct the Project Company to discontinue the proposed Refinancing,
provided that if Ashghal reasonably considers that the requirements of paragraph

7.3(c)(i) above have not been satisfied, Ashghal may at its discretion require the
Project Company to satisfy its obligations under paragraph 7.3(c)(i) above
whereupon the provisions of paragraph 7.3 above and this paragraph 7.4 shall
apply as if Ashghal had served a Refinancing Notice.
7.5 If Ashghal instructs the Project Company to implement the proposed Refinancing:
(a) the Project Company shall, as soon as reasonably practicable, use all
reasonable endeavours to procure the implantation of such proposed
Refinancing;
(b) such proposed Refinancing shall be deemed to be a Qualifying

Refinancing; and
(c) the provisions of paragraphs 2 (Notice and consent obligations) to 6

(Costs) (inclusive) of this Schedule 10 Refinancing shall apply.
7.6 If:
(a) Ashghal instructs the Project Company to discontinue the potential

Refinancing pursuant to paragraph 1.1(b) above; or
(b) the requirements of paragraph 1.1(c)(ii) above are satisfied,
then Ashghal shall reimburse the Project Company for the reasonable and proper
professional costs (including any breakage costs) incurred by the Project Company
in relation to the potential Refinancing, such costs to be paid to the Project Company
by Ashghal within 24 Business Days after receipt by Ashghal of a valid invoice in
respect of such amount. Such costs shall not include any internal management costs
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incurred by the Project Company except insofar as: (i) it can be demonstrated to the
reasonable satisfaction of Ashghal that such costs have been incurred in place of
professional costs which would in the normal course of such business have been paid
to third parties; and (ii) Ashghal has, by prior written agreement, approved the use
of such internal management resource.
7.7 Ashghal shall be entitled to issue a Refinancing Notice under paragraph 7 above at
any time during the Term but not more than once in any two-year period. Ashghal
shall be entitled to withdraw without consequence up to three Refinancing Notices
under paragraph 7.2 above in each two year period. Any subsequent Refinancing
Notices that have been withdrawn under paragraph 7.2 above shall be deemed to
have been issued for the purposes of this paragraph 7.7.
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SCHEDULE 11
Payment Mechanism
[Attached]
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SCHEDULE 12
Invoicing and Payment Procedure
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Table of Contents
1. Definitions ............................................................................................................................. 284

2. Settlement with the Project Company ........................................................................... 285
3. Preparation of Invoices ......................................................................................................287
3.1 Capacity Payment ......................................................................................................................287
3.2 Output Payment ........................................................................................................................287
3.3 Supplemental Payments............................................................................................................287
3.4 Other Deductions ......................................................................................................................287
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1. Definitions
Capitalized terms not defined herein shall have the meanings given to them in the Agreement. For the
purpose of this Schedule 12 (Invoicing and Payment Procedures), the following capitalized terms
shall have the following meanings:
Capital Cost Payment as defined in the Schedule 11 (Payment Mechanism);
Capacity Payment Deductions for Performance as defined in the Schedule 11 (Payment

Mechanism);
Delivery Point has the meaning given to it in Section 2 of this Schedule 12 (Invoicing and Payment
Procedures);
Electricity Payment as defined in the Schedule 11 (Payment Mechanism);
Fixed O&M Payment as defined in the Schedule 11 (Payment Mechanism);
Invoice means, with respect to a Billing Period, the invoice for such Billing Period;
Original Input Data has the meaning given to it in Section 2 of this Schedule 12 (Invoicing and
Payment Procedures);
Other Deductions as defined in the Schedule 11 (Payment Mechanism);
Project Settlement System has the meaning given to it in Section 2 of this Schedule 12 (Invoicing
and Payment Procedures);
Service Payments as defined in the Schedule 11 (Payment Mechanism);
Settlement System means those assets, systems and procedures of Ashghal for the collection and
validation of settlement data and the calculation of payment in accordance with Schedule 11 (Payment
Mechanism);
Validated Input Data has the meaning given to it in Section 2 of this Schedule 12 (Invoicing and
Payment Procedures); and
Variable O&M Payment as defined in the Schedule 11 (Payment Mechanism).
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2. Settlement with the Project Company

With regards to availability of the Project Assets, storage of and integration of data and settlement of
payment:
• Ashghal shall make Service Payments as provided for in Schedule 11 (Payment Mechanism); and
• Ashghal shall operate a system to collect data from the Project Company, validate and store such
data and issue final input data to (i) the Project Company, to enable the Project Company to
produce the Invoices, and (ii) Ashghal, to verify the Invoices (with a single source of data to be
used by both Parties).
The Project Company will only make available relevant data in respect of the Project Assets for the
Settlement System in accordance with Schedule 7 (Metering and Monitoring Requirements) and
Schedule 9 (Reporting and Submission Requirements) of the Agreement (the “Original Input Data”) at
the data Delivery Point which shall be Ashghal’s office.
The Original Input Data shall me made available to Ashghal once test results are received as per the
Schedule 7 (Metering and Monitoring Requirements) of the Agreement.
Ashghal shall validate the Original Input Data within seven 4 Business Days after the receipt of the
Original Input Data from the Project Company (the "Validated Input Data") and shall provide such
Validated Input Data to the Project Company on such Business Day.
The Project Company shall confirm to Ashghal in writing by the end of the next Business Day after
receipt of the Validated Input Data, the accuracy of the settlement data received or any exceptions or
disputes with respect thereto. If Ashghal fails to provide the Validated Input Data within the specified
time permitted, the Original Input Data provided by the Project Company as set forth in Section 2 of
this Schedule 12 (Invoicing and Payment Procedures) shall be used by the Project Company to
generate the Invoices. Ashghal reserves the right to reconcile the Invoices based on the Validated
Input Data upon receipt thereof.
In case of any dispute between the Project Company and Ashghal, Ashghal and the Project Company
shall resolve the dispute within two 2 Business Days after the Project Company's confirmation of
receipt of Validated Input Data. Following such second Business Day either (i) if the dispute is
resolved, Ashghal shall issue the revised Validated Input Data, if any, to the Project Company or (ii) if
the dispute is not resolved, the Project Company shall issue the relevant invoice(s) based on the
Original Input Data.
The Project Company shall, at its own cost, develop the software for the calculation of payments for
the Project (the Project Settlement System).
An independent qualified consultant shall be appointed by the Project Company and approved by
Ashghal to carry out a technical and commercial audit of the Project Settlement System and its
integration with the hardware devices, communication links, operational procedures and
compatibility with the Settlement System. Such technical and commercial audit shall be carried out as
a condition precedent to achievement of the Project Commercial Operation Date. Following the
Project Commercial Operation Date, the Project Company shall thereafter cause the independent
qualified consultant (or a successor independent qualified consultant appointed by the Project
Company and approved by Ashghal) to conduct a technical and commercial audit as aforesaid at least
one (1) time per Contract Year. The Project Settlement System software to be developed by the Project
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Company shall include the payment calculation software. The Project Company shall bear the cost of
the software and the independent qualified consultant.
The Project Settlement System shall be designed, programmed, installed, tested and approved by no
later than the Project Commercial Operation Date. All design data and information related to the data
input/output signal characteristics delivered to the relevant Delivery Point shall be provided to
Ashghal by no later than ninety 90 days prior to the Project Commercial Operation Date in order to
enable Ashghal to arrange for the settlement data storage.
The compatibility of the system for the data exchange between the Project Settlement System and the
Settlement System must be agreed between the Project Company and Ashghal.
The Project Company shall provide to Ashghal, free of charge, a copy of the project specific software
used for payment calculations. The Project Company shall provide training to Ashghal's staff related
to the operation and handling of the software including documentation.
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3. Preparation of Invoices
Within five 5 Business Days following the receipt of the Validated Input Data, the Project Company
shall issue to Ashghal one itemised Invoice for the Service Payment on the basis of the Validated Input
Data for such Billing Period. Such Invoices shall be the aggregate of, and broken down into amounts
for, each of the following items:
3.1 Capacity Payment
This item shall state the total amount of QAR due for payment in respect of such Billing Period,
broken down into amounts for the payment components as provided in Schedule 11 (Payment
Mechanism):
• Capital Cost Payment;

• Fixed O&M Payment;
• Capacity Payment Deductions for Performance;
and each subcomponent thereof referred to in Schedule 11 (Payment Mechanism), in each case
indicating the method of computation of each component and subcomponent and other elements of
the payment in accordance with Schedule 11 (Payment Mechanism).
3.2 Output Payment
This item shall state the total amount of QAR due for payment in respect of such Billing Period,
broken down into amounts for the payment components as provided in Schedule 11 (Payment
Mechanism):
• Electricity Payment
• Variable O&M Payment
3.3 Supplemental Payments
This item shall show the payments as set forth in Schedule 11 (Payment Mechanism) of the
Agreement. This item shall state the total amount of QAR due for payment in respect of such Billing
Period, broken down into amounts for the payment components as provided in Schedule 11 (Payment
Mechanism):
• Back-up Electricity;
• Influent Excuse Event; and
• Kahramaa Facilities
3.4 Other Deductions
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This item shall show the payments as set forth in Schedule 11 (Payment Mechanism) of the
Agreement. This item shall state the total amount of QAR due for payment in respect of such Billing
Period, broken down into amounts for the payment components as provided in Schedule 11 (Payment
Mechanism):
• Environmental Deductions;
• Additional Deductions; and
• Refinancing Gains
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SCHEDULE 13
Conditions Precedent
1. Project Company's Conditions Precedent

It shall be a condition precedent to the Closing Date that each of the following is supplied to
Ashghal in form, scope and substance reasonable acceptable to Ashghal (and with drafts thereof
provided to Ashghal sufficiently in advance of the Closing Date), unless any such condition
precedent is waived in writing by Ashghal:
(a) the Development Security in favour of Ashghal substantially in the form set forth in
Schedule 18 (Form of Development Security);
(b) true, complete and up to date copies of the Project Company's (i) the memorandum
of association and by laws or articles of association (as applicable) (and any
amendments thereto), (ii) commercial registration certificates, (iii) certificates of
membership of the Chamber of Commerce of the Project Company and (iv) the
Shareholders' Agreement, in each case, certified by an authorised representative of
the Project Company;
(c) true and complete copies of resolutions adopted by the Project Company's board of
directors authorising the execution, delivery and performance by the relevant Project
Company of the Project Agreements to which it is a party, certified by an authorised
representative of the Project Company;
(d) true and complete copies of all Approvals listed in Schedule 22 (Approvals) which are
required to have been obtained in the name of the Project Company by the Closing
Date in connection with the performance of this Agreement and the other Project
Agreements, certified by an authorised representative of the Project Company;
(e) each of the documents and agreements listed in Schedule 19 (Documents to be

Delivered after the Effective Date) that are required to be delivered to Ashghal prior
to the Closing Date in form and substance satisfactory to Ashghal;
(f) a certificate from the Financing Parties in form and substance satisfactory to Ashghal
confirming that all the conditions to Financial Closing (other than the occurrence of
the Closing Date) have been satisfied or waived;
(g) a true and complete copy of the Financial Model;
(h) true and complete copies of (i) the organisational documents of the EPC Contractor
and (ii) the resolutions adopted by the EPC Contractor's board of directors or
shareholders authorising the execution, delivery and performance by the EPC
Contractor of the EPC Contract, certified by an authorised representative of the EPC
Contractor;
(i) true and complete copies of (i) the EPC Contract, (ii) all guarantees and bonds
provided by or on behalf of the EPC Contractor in accordance with the EPC Contract
and (ii) the full and unconditional notice to the EPC Contractor to proceed with
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construction in accordance with the provisions of the EPC Contract, certified by an

authorised representative of the Project Company;
(j) true and complete copies of (i) the organisational documents of the O&M Contractor
and (ii) the resolutions adopted by the O&M Contractor's board of directors or
shareholders authorising the execution, delivery and performance by the O&M
Contractor of the O&M Contract, certified by an authorised representative of the O&M
Contractor;
(k) a true and complete copy of the O&M Contract in form and substance acceptable to
Ashghal, certified by an authorised representative of the Project Company;
(l) a true and complete copy of the Consultancy Services Agreement, certified by an
authorised representative of the Project Company;
(m) certificates of insurance (or insurance slips) evidencing to the satisfaction of Ashghal
that the Insurance Policies and coverage required by Clause 14 (Insurance) and
Schedule 17 (Minimum Insurance Requirements) to be in effect on the Closing Date
are in full force and effect;
(n) a legal opinion or legal opinions from qualified outside legal advisors of the relevant
Project Company concerning due constitution of the Project Company, the EPC
Contractor and O&M Contractor, the form and substance of which shall be consistent
with international project finance practice and reasonably acceptable to Ashghal; and
(o) a legal opinion from a qualified outside legal advisor with respect to the power,
capacity and authority of Ashghal to enter into this Agreement and any other Project
Document to which it is a party.
2. Ashghal's Conditions Precedent

It shall be a condition precedent to the Closing Date that each of the following is supplied to the
Project Company in form, scope and substance reasonable acceptable to the Project Company
(and with drafts thereof provided to the Project Company sufficiently in advance of the Closing
Date), unless any such condition precedent is waived in writing by the Project Company:
(a) in relation to Ashghal:
(i) a certificate of a duly authorised officer on behalf of Ashghal attaching a copy

of any necessary authorisations approving the execution, delivery and
performance of each of the Relevant Documents and any direct agreements, in
each case, to which Ashghal is expressed to be a party and the terms and
conditions thereof and authorising a named person or persons to sign, execute
and deliver each such document and any documents to be delivered pursuant
thereto; and
(ii) a certificate of a duly authorised officer on behalf of Ashghal, setting out the
names and signatures of the persons authorised to sign on behalf of Ashghal
each of the Relevant Documents required to be entered into on or prior to the
Closing Date, any direct agreements (including the Direct Agreement) and any
documents to be entered into by Ashghal in connection with the financing of
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EXECUTION VERSION
the Project, in each case, to which it is expressed to be a party and any

documents to be delivered by it pursuant thereto;
(b) true and complete copies of:
(i) the Government Guarantee; and
(ii) the Direct Agreement.
3. General Conditions Precedent

It shall be a condition precedent to the Closing Date that by the Scheduled Closing Date, as such
date may be extended pursuant to the terms of this Agreement, or such later date as the Parties
hereto may agree in writing a closing certificate dated the Closing Date from each Party hereto
in favour of the other Party to the effect that the representations and warranties of Ashghal and
the Project Company, as the case may be, contained or incorporated by reference herein are
true and correct in all material respects on and as of the Closing Date with the same force as
though made on and as of the Closing Date.
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SCHEDULE 14
Lease Agreement
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_________________________________________________
AL WAKRA & AL WUKAIR SEWAGE TREATMENT PLANT
FORM OF SITE LEASE AGREEMENT
between
THE STATE OF QATAR REPRESENTED BY THE PUBLIC WORKS

AUTHORITY OF THE STATE OF QATAR
(“Ashghal”)
and

(“Project Company”)
for the
Site
Dated as of ________________
_________________________________________________
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SITE LEASE AGREEMENT

THIS SITE LEASE AGREEMENT (“Site Lease Agreement”) is made and entered into as of
__________________, by and between:
(1) THE STATE OF QATAR REPRESENTED BY THE PUBLIC WORKS AUTHORITY OF

THE STATE OF QATAR, having its address at Al-Faisal Tower 1, West Bay, Doha, P.O. Box
22188, State of Qatar ( “Ashghal”) as lessor; and
(2) AL WAKRA WATER COMPANY WLL, a Qatari company with limited liability (WLL),
incorporated under the laws of the State of Qatar, having its address at
_______________________ and registered in the Commercial Register located at the
Ministry of Commerce and Industry under No. 167215, (the “Project Company”) as lessee.
BACKGROUND:
(A) The Project Company will be responsible for the development, design, engineering, financing,
permitting, insurance, procurement, manufacturing, factory and site equipment testing,
construction, commissioning, performance acceptance testing, ownership, operation and
maintenance, handover and transfer of the Project Assets back to Ashghal at the end of the
concession Term.
(B) Ashghal desires to grant and lease to the Project Company, and the Project Company desires to
accept, assume and take from Ashghal the Site, and certain rights and obligations as described
in this Site Lease Agreement, upon which the Project Company intends to construct and
maintain the Initial Phase of the wastewater treatment plant constituting the Plant.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Site Lease Agreement,
Ashghal and the Project Company covenant and agree as follows.
AGREEMENT:
1.1 Definitions
For the purposes of this Site Lease Agreement, the following capitalised words, terms and
phrases used specifically in this Site Lease Agreement, including in the recitals hereto, shall
have the meanings set forth in this Clause 1.1. Capitalised words not otherwise defined in this
Site Lease Agreement have the meaning given to them in the PPPA.
“Ashghal” has the meaning set forth in the recitals to this Site Lease Agreement;
“Ashghal Parties” has the meaning set forth in Clause 7;
“Claims” means, with respect to any Person, any and all suits, sanctions, legal proceedings,
claims, assessments, judgments, damages, penalties, fines, liabilities, demands, reasonable out-
of-pocket expenses of whatever kind (including reasonable legal fees and expenses), and losses
incurred or sustained by or against such Person (but excluding any lost profits or other special,
incidental, indirect, punitive or consequential damages suffered by that Person);
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“Closing Date” means the date upon which the parties to the PPPA jointly certify that the
conditions precedent under the PPPA have been fulfilled or waived;
“Consents” means any approval, consent or other authorisation that is required from any
Governmental Instrumentality under the laws of the State of Qatar with respect to the Project;
“Day” means a 24-hour period beginning and ending at 00:00 midnight Qatar time;
“Direct Agreement” is defined in the PPPA;
“Riyal” or “QAR” means the Qatari Riyal, the lawful currency of the State of Qatar;
“Earlier Termination Date” has the meaning set forth in Clause 3.2;
“Effective Date” is defined in the PPPA;
“Environmental Law” has the meaning given to “Environmental Legal Requirement” in the
PPPA;
“Expiry Date” has the meaning set forth in Clause 3;
“Financing Party” is defined in the PPPA;
“Government” means the government of the State of Qatar;
“Governmental Authorisations” means all authorisations, consents, decrees, permits,

waivers, privileges, approvals from and filings with all Governmental Instrumentalities
necessary for the realisation and operation of the Project, and shall include the Consents;
“Governmental Instrumentality” means the Government or any ministry, department or

political subdivision thereof, and any Person under the direct or indirect control of any such
government exercising executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government or any other governmental entity, instrumentality, agency,
authority, corporation, committee or commission, or any independent regulatory authority, in
each case within the State of Qatar, and any successor to or any assignee of any of the foregoing;
“Hazardous Materials” has the meaning given to “Hazardous Substances” in the PPPA;
“Initial Phase” is defined in the PPPA;
“Law” means any decree, resolution, law, statute, act, ordinance, rule, directive in the State of
Qatar (to the extent having the force of law), order, treaty, code or regulation or any
interpretation of the foregoing, as enacted, issued or promulgated by any Governmental
Instrumentality, including amendments, modifications, extensions, replacements or re-
enactments of any Law;
“Legal Requirements” means all Laws, Governmental Authorisations and other licenses,
permits, approvals and agreements, and any injunction or final non-appealable judgment
directly applicable to the relevant Party, of any Governmental Instrumentality having
jurisdiction over the matter in question;
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“Party” means a party to this Site Lease Agreement and “Parties” shall be construed
accordingly;
“Person” means any individual, joint stock company, limited liability company, partnership,
joint venture, association, unincorporated organisation, Governmental Instrumentality, or
other entity;
“Plant” means the project assets to be constructed on the Site, namely the STW Facilities,
which are the Liquid Treatment Facilities, the Sludge Treatment Facilities and TSE Facilities,
all as described in Schedule 2 (Design and Construction Requirements) of the PPPA;
“PPPA” means the public private partnership agreement dated [ ● ] entered into by and
between the Project Company and the State of Qatar represented by Ashghal relating to the
Project;
“Project” means the project for the design, build, ownership operation and maintenance of the
Plant, as more specifically described in the PPPA;
“Project Documents” is defined in the PPPA;
“Rent” has the meaning set forth in Clause 4.1;
“Site” means that parcel of land located in Qatar more specifically described on Exhibit A
(Description of Site);
“Site Lease Agreement” has the meaning set forth in the recitals herein;
“Term” has the meaning set forth in Clause 3;
1.2 Rules of Interpretation

Unless the context of this Site Lease Agreement otherwise requires:
(a) words of any gender include each other gender;
(b) words using the singular or plural number also include the plural or singular number,
respectively;
(c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire
Site Lease Agreement and not to any particular Clause, Exhibit or attachment or any
other subdivision of this Site Lease Agreement;
(d) any exhibits and attachments attached and referred to in this Site Lease Agreement are
a part of this Site Lease Agreement for all purposes. Terms which are defined in this
Site Lease Agreement shall have the same meanings when used in the exhibits or
attachments, except as otherwise stated;
(e) references to “Clause,” “Exhibit,” or “Attachment” are to the Clauses, Exhibits and
Attachments, respectively, of this Site Lease Agreement;
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EXECUTION VERSION
(f) the words “include” or “including” shall be deemed to be followed by “without

limitation” or “but not limited to” whether or not they are followed by such phrases of
like import;
(g) references to “this Site Lease Agreement” or any other agreement or document shall be
construed as a reference to such agreement or document as amended, modified or
supplemented and in effect from time to time and shall include a reference to any
document which amends, modifies or supplements it, or is entered into, made or given
pursuant to or in accordance with its terms;
(h) whenever this Site Lease Agreement refers to a number of days, such number shall refer
to calendar days unless Business Days are specified;
(i) all periods of time shall be based on, and computed according to, the Gregorian
calendar;
(j) the word “approval” or “consent” shall be deemed to be followed by “(such approval not
to be unreasonably withheld or delayed)” or “(such consent not to be unreasonably
withheld or delayed)”, as the case may be, whether or not it is followed by such phrase
or words of like import; and
(k) all rights and obligations specified in this Site Lease Agreement shall be subject to and
exercised in accordance with applicable Law.
2. SITE
2.1 Lease and quiet enjoyment granted to the Project Company

In consideration of the Rent to be paid and the terms, covenants, conditions, agreements and
obligations to be performed and observed by the Project Company as provided in this Site Lease
Agreement, and on the terms and subject to the conditions of this Site Lease Agreement,
Ashghal:
(a) grants and leases to the Project Company, and the Project Company accepts and takes
from Ashghal, the Site, with all easements necessary for the purpose of building,
owning, operating and maintaining the Plant and the activities necessarily ancillary
thereto and for no other purpose, granted or to be granted to the Project Company
pursuant to this Site Lease Agreement; and
(b) undertakes that the Project Company shall peaceably and quietly hold, occupy and
enjoy the Site without interference from Ashghal or any other Person other than for the
purposes of access for Ashghal, its employees or representatives and the Project
Engineer, as expressly provided for in this Site Lease Agreement or as may be
reasonably necessary for Ashghal or the Project Engineer to carry out their obligations
or exercise their rights under or in relation to the PPPA.
2.2 Delivery of Possession; Condition of Site

Ashghal warrants that it has title to the Site and the right to grant the Site Lease Agreement.
On the date of this Site Lease Agreement, Ashghal shall provide and the Project Company
acknowledges the receipt of possession of the Site free and clear of all liens, encumbrances or
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EXECUTION VERSION
obstacles that may prevent the Project Company from utilising the Site for the purpose of
building, owning, operating and maintaining the Plant and associated assets. The Project
Company acknowledges and agrees that it has reviewed this Site Lease Agreement and the size,
shape, design and condition of the Site, taking into consideration the limitations, restrictions,
reservations and third parties’ easements, as to their suitability, for the Project Company’s
purposes, and the Project Company is not relying on any statement of Ashghal with respect to
such size, shape, design or condition. Ashghal does not make any representation or warranty,
whether written or oral, as to the location, the geological, hydrological, physical or
environmental condition in, on or under, or the state of repair of, the Site, and the Project
Company accepts the Site taking into account the limitations, restrictions, reservations and
third parties’ easements, “as is, where is” without having relied upon any representation or
warranty of any kind whatsoever, whether written or oral, as to the location, the geological,
hydrological, physical or environmental condition in, on or under, or the state of repair of, the
Site.
2.3 Purpose of the lease of the Site

The Parties acknowledge and agree that the Site is being leased to the Project Company for the
purpose of building, owning operating and maintaining the Plant and associated assets, and
otherwise to enable the Project Company to exercise its rights and obligations under the PPPA.
2.4 Third Parties’ easements; restrictions, limitations and

reservations
(a) The Project Company acknowledges and agrees that the rights granted to the Project
Company pursuant to this Site Lease Agreement are subject to easements and rights-
of-way in, upon, across, over and under the Site and other rights currently granted or
that may be granted in the future to Ashghal, third parties or other governmental bodies
or entities. The Project Company further acknowledges and agrees that the following
are excluded from the Site and the rights granted hereunder to the Project Company:
(i) all those assets owned and areas allocated to Ashghal, third parties and other
governmental bodies or entities as more specifically described in Exhibit A
(Description of Site); and
(ii) all of the State of Qatar’s right, title and interest in and to oil, gas and other
minerals and antiquities in, on and under the Site.
(b) The Parties agree, that Ashghal reserves the right to set speed limits, to impose safety
regulations and to impose other regulations and orders which are reasonably related
for the use of safe operations at the Site as Ashghal deems appropriate from time to
time, the right to control access consistent with Ashghal’s security procedures and
operational requirements as may, from time to time, be established, modified or
replaced which are reasonably related to operations at the Site, including the issuance
of passes or other similar forms of identification.
3. TERM AND TERMINATION
3.1 Term
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Unless this Site Lease Agreement is earlier terminated pursuant to the provisions hereof, the
term of this Site Lease Agreement (the “Term”) shall commence on the Effective Date and
expire, without notice or any other action on the part of Ashghal, on the date which is twenty-
five (25) years following the Project Commercial Operation Date (the “Expiry Date”). The
Term shall be automatically extended by any period for which the term of the PPPA is extended
in accordance with its terms.
3.2 Earlier Termination
(a) This Site Lease Agreement may be terminated on a date (herein referred to as the
“Earlier Termination Date”) prior to the Expiry Date by mutual agreement of Ashghal
and the Project Company or in accordance with Clause 3.2(b).
(b) The Parties agree that this Site Lease Agreement shall terminate on the date on which
the PPPA terminates or expires in accordance with its terms. The Project Company
shall be granted a licence to access the Site beyond the termination or Expiry Date in
order to demobilise and remove any equipment or materials owned by the Project
Company.
3.3 Prerogative Right of Ashghal

Subject to Clause 18.8 of the PPPA, in the case of termination in accordance with this Clause
3.2, the buildings constructed on the Site shall become a prerogative right of Ashghal and the
Project Company shall not be entitled to any remuneration or compensation in this respect that
is in excess of any amounts payable under the terms of the PPPA.
4. RENT AND PAYMENTS
4.1 Rent
In consideration for the grant and lease by Ashghal of the Site and the grant by Ashghal of the
easements, the Project Company shall pay rent to Ashghal in an amount equal to one Qatari
Riyal (QAR 1) (the “Rent”) per annum (if demanded). Rent, if demanded, shall be due annually
in advance on the Effective Date and on each anniversary thereof until the earlier of the Expiry
Date and the Earlier Termination Date.
4.2 Currency of Payment

All payments due to Ashghal shall be made in Qatari Riyals by immediately available funds,
without demand and without counterclaim, deduction or set off of any kind, at such place and
in such manner as Ashghal may from time to time designate by notice to the Project Company.
The Project Company’s obligation to pay any amounts which have accrued during the Term
hereof, but which remain unpaid as of the Expiry Date or Earlier Termination Date shall survive
the Expiry Date or Earlier Termination Date.
4.3 Late Payments

Without prejudice to Clause 4.1 above, if any sum owed by the Project Company to Ashghal
under this Site Lease Agreement shall not be paid more than five (5) Business Days following
the due date thereof, it shall bear interest from the due date thereof until the date paid at a rate
equal to four percent (4%) per annum.
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4.4 Value Added Tax

require that VAT be imposed on amounts that either Party may invoice to (or otherwise
charge to) the other under or in connection with this Site Lease Agreement, then the
Party receiving such invoice shall pay such VAT to the Party issuing the invoice, in
addition to the net price determined under this Agreement. Such VAT shall be included
by each Party in their invoices to the other Party and such VAT shall be separately
identified in the invoices so that the amount and rate of VAT invoiced is expressly
identified.
Qatari VAT Legal Requirements, the Parties reserve the right to reject the entire invoice
and request that a new invoice is issued for the undisputed portion in order to claim
VAT on that undisputed portion.
compliance purposes with the applicable Competent Authorities and provide the other
Party with evidence of such registration.
5. USE OF THE SITE; COMPLIANCE WITH LEGAL

REQUIREMENTS
5.1 Use of Site

The Project Company shall use the Site together with all easements granted pursuant to this
Site Lease Agreement solely for the purposes of the Project including the construction,
operation, inspection, maintenance, repair and transfer of the Plant and for no other purpose.
5.2 Conformity with Legal Requirements

The Project Company shall keep the Plant and the Site together with all easements granted
pursuant to this Site Lease Agreement, or cause the same to be kept, in a condition conforming
to all applicable Legal Requirements. The Project Company, at the Project Company’s sole cost
and expense, shall procure any and all Governmental Authorisations from time to time required
for the lawful conduct of its business on the Site and enjoyment of all easements granted
pursuant to this Site Lease Agreement.
5.3 No Violation of Law

The Project Company (or any Person acting by, through, on behalf of, or with the expressed or
implied permission of, the Project Company) shall not make or permit any use of the Site, the
easements granted pursuant to this Site Lease Agreement, or the Plant that: (a) violates any
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EXECUTION VERSION
Law, Environmental Law, Legal Requirement, Governmental Authorisation, or other

requirement of any Governmental Instrumentality having jurisdiction over the Site, the
easements or the Plant; (b) renders void or voidable any insurance then in force pursuant to the
provisions of this Site Lease Agreement; (c) creates or causes to be created any mortgage, pledge
or encumbrance of any kind on the Site, the easements, all or a portion of the Plant, except to
the Project Company’s Financing Parties to the extent permitted by Law; or (d) violates any
other presently existing restrictions, reservations or rights of other persons affecting title to the
Site, the Plant, or the easements.
5.4 Modifications Pursuant to the PPPA

The Project Company shall not make any modifications to the Plant, the Site or the easements
without the prior written consent of Ashghal. It is understood by the Parties that Ashghal will
not object to any modifications to the Plant or the Site, which are permitted under the PPPA,
provided that any such proposed modification are not immaterial will not interfere with the
Project Company’s operations in accordance with the PPPA.
5.5 No Material Modifications

The Project Company shall not make any material modifications to the Plant, the Site or the
easements without the prior written consent of Ashghal, it being understood by the Parties to
this Site Lease Agreement that Ashghal’s consent shall be forthcoming in the event that any
proposed modifications to the Plant, the Site or the easements will not materially interfere with
the rights and obligations of the Parties under the PPPA.
5.6 Insurance
The Project Company shall comply with the provisions of the PPPA regarding insurance for the
Site and Plant. The Project Company agrees to keep all insurance policies in force for the Term
of this Site Lease Agreement and to provide Ashghal upon its request relevant certificates
confirming the existence and validity of such insurance policy.
5.7 Conformity with Laws relating to public safety and health

The Project Company shall ensure strict implementation of the provisions of the Legal
Requirements relating to safety, public health and the instructions relating to industrial safety.
5.8 No dumping of waste

The Project Company shall refrain from dumping wastes or other materials at the Site except
as specified by applicable Legal Requirements.
5.9 No violation of Environmental Laws

During the Term of this Site Lease Agreement, the Project Company shall comply with, and
shall cause its affiliates, agents, contractors, servants, employees and licensees, to comply with
all Environmental Laws in force in the State of Qatar and which directly or indirectly affect the
design, construction, operation, maintenance, repair and reconstruction of the Plant or the use
or occupancy of the Site or the Plant, by the Project Company.
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EXECUTION VERSION
6. ACCESS AND INSPECTION

6.1 The Project Company shall permit Ashghal and its employees, sub-contractors or
representatives and the Project Engineer to enter upon the Site, the Plant or any part of either
on reasonable prior notice during normal working hours (or, during an emergency, at any time)
during the Term for any purpose allowable in accordance with or in relation to the PPPA.
Specifically, and without limiting the general right of access accorded elsewhere by this Site
Lease Agreement and/or the PPPA, the Project Company shall permit Ashghal and Ashghal’s
representatives, sub-contractors and designees to enter upon the Site, the Plant or any part of
either at any time for the purpose of inspecting the same:
(a) to ensure the Project Company’s compliance with the provisions of this Site Lease
Agreement and the PPPA and other agreements relating to the Project; or
(b) to enable Ashghal, as may be required, to comply with its obligations under this Site
Lease Agreement and the PPPA and the other agreements relating to the Project.
In exercising such right of access and inspection, Ashghal and Ashghal’s representatives and
designees shall comply with security and safety procedures for the Site or the Plant by the
Project Company to the extent they are reasonably tailored in accordance with Good Utility
Practice to meet a standard for premises similar to the Site and/or the Plant.
6.2 Ashghal grants to the Project Company the right to the free and uninterrupted passage and
running of gas, water, electricity, telephone, television, video, audio, fax, electronic mail, data,
information, communications and other services or supplies to and from and through the pipes,
conduits, wires, cables, laser optical fibres, data or impulse transmission, communication or
reception systems and other conducting media that are now or may during the term of this Site
Lease Agreement be in or under or over the Plant for the purposes only of the Project.
7. INDEMNIFICATION
The Project Company shall indemnify, defend and hold harmless Ashghal, its officials,
employees and representatives and its agents, contractors or licensees and their respective
officers, directors, and employees (herein referred to as the “Ashghal Parties”), from and
against all Claims made against or suffered by any Ashghal Parties that arise from:
(a) the violation or alleged violation of any Environmental Law relating to the Site by the
Project Company or any of its affiliates, agents, employees, contractors, subcontractors
or invitees;
(b) any injury to persons or damage to property that results from the negligent acts or
omissions of the Project Company or any of its affiliates, agents, employees, contractors,
subcontractors or invitees on, or arising out of the use of, the Site, the easements, or
the Plant during the Term of this Site Lease Agreement; or
(c) any unlawful or unauthorized use, presence, suspected presence, disposal, discharge,
storage, treatment, transportation, handling, generation, release or threatened release
of any Hazardous Materials on, in, over, under, from or affecting the Site, the easement
or the Plant, or any portion thereof (including the soil, subsoil, surface water or ground
water on or beneath the Site, the easement and the air above the same) caused by the
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EXECUTION VERSION
Project Company or any of its affiliates, agents, employees, contractors, subcontractors

or invitees,
save that the Project Company shall not be liable to indemnify Ashghal:
(a) for any matter referred to in this Clause 7 that arises as a direct result of the Project
Company acting on a written notice issued by Ashghal or an Ashghal Party; or
(b) for any Claims caused by the negligence or wilful misconduct of Ashghal or an Ashghal
Party (other than to the extent such negligence or wilful misconduct would not have
occurred but for a breach by the Project Company of its obligations under this Site
Lease Agreement).
Where Ashghal wishes to make a claim under this Site Lease Agreement against the Project
Company in relation to a claim made against Ashghal by a third party (a “Third Party Claim”),
the Project Company may at its own expense and with the assistance and co-operation of
Ashghal have conduct of the Third Party Claim including its settlement and Ashghal shall not,
unless the Project Company has failed to resolve the Third Party Claim within a reasonable
period, take any action to settle or prosecute the Third Party Claim.
The Project Company shall, if it wishes to have conduct of any Third Party Claim, give
reasonable security to Ashghal for any cost or liability arising out of the conduct of the Third
Party Claim by the Project Company.
Ashghal shall at all times take all reasonable steps to minimise and mitigate any loss for which
Ashghal is entitled to bring a claim against the Project Company pursuant to this Site Lease
Agreement.
8. SURRENDER OF THE SITE

The Project Company shall, upon the Expiry Date or Termination Date, whichever shall first
occur, surrender the Site (and, thereby, the easements) to Ashghal without delay, free and clear
of all tenancies and occupancies and free and clear of all mortgages, pledges or encumbrances
and subject to the terms and conditions of the Project Documents, and shall execute and deliver
to Ashghal any and all documents, whether in recordable form or otherwise, reasonably
required to evidence the termination or expiry of the Term of this Site Lease Agreement and the
relinquishment of the easements.
9. MISCELLANEOUS PROVISIONS
9.1 Notices
The Notice provisions at Clause
24.1 of the PPPA shall apply to this Site Lease Agreement.
9.2 Amendment
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EXECUTION VERSION
No modification, amendment or waiver of any provisions of this Site Lease Agreement shall be
valid unless it is in writing and signed by all Parties hereto.
9.3 Assignment
Neither Party may assign any of its rights or obligations, in part or in whole, under this Site
Lease Agreement without the prior written consent of the other Party provided that the
provisions of clause 20.2 (Assignment of Financing Parties) of the PPPA shall apply to this Site
Lease Agreement as if set out fully herein, mutatis mutandis.
9.4 Step-in Date under Direct Agreement

On and from the Step-in Date (as described under the Direct Agreement):
(a) the Additional Obligor (as described under the Direct Agreement):shall become a party
to this Site Lease Agreement with all of the rights of the Project Company hereunder
and, save as provided in Clause 4.2, of the Direct Agreement, the Additional Obligor
shall be jointly and severally liable with the Project Company for all of its obligations
hereunder whether arising before, on or after the Step in Date; and
(b) as between the Project Company, Ashghal and the Additional Obligor, only the
Additional Obligor shall be authorised to deal with Ashghal and to exercise the rights
of the Project Company under this Site Lease Agreement and Ashghal shall be
discharged of its obligations under this Site Lease Agreement only to the extent that
such obligations are performed in favour of the Additional Obligor.
9.5 Headings
The headings contained in this Site Lease Agreement are solely for the convenience of the
Parties hereto and should not be used or relied upon in any manner in the construction or
interpretation of this Site Lease Agreement.
9.6 Drawings
Save for any fraudulent actions or omissions, Ashghal shall not be liable to the Project Company
as a result of any inaccuracy, omission, unfitness for any purpose or inadequacy of any kind
whatsoever in the content of Exhibit A (Description of Site).
9.7 Governing Law; Dispute Resolution

This Site Lease Agreement shall be governed by and construed in accordance with the laws of
the State of Qatar. Any dispute, controversy or claim arising out of or relating to this Site Lease
Agreement or to a breach hereof, including its interpretation, performance or termination, shall
be resolved in accordance with the dispute resolution provisions at Clause 23 (Dispute
Resolution) of the PPPA.
9.8 Sovereign Immunity

Each of the Parties hereby unconditionally and irrevocably agrees for now and hereafter to the
binding submission of any dispute in accordance with Clause 9.7 and not to claim, invoke or
permit to be invoked on its behalf or for its benefit any right it may have under the laws of the
State of Qatar, or of any other state or jurisdiction, to prevent, delay, hinder, nullify or in any
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EXECUTION VERSION
other way obstruct the submission of any dispute to the dispute resolution procedure set out in
Clause 9.6. Each of the Parties hereby unconditionally and irrevocably agrees for now and
hereafter to accept any judgment entered thereon by a court of competent jurisdiction as final
and binding.
9.9 Consequential Loss

Save in the case of any liability arising as result of fraud or wilful misconduct, no Party shall be
liable to the other Party under this Site Lease Agreement in respect of any loss of opportunity,
loss of profit, loss of revenue, loss of use, loss of contract or loss or diminution of goodwill, any
indirect or consequential loss or any punitive damages.
IN WITNESS WHEREOF, the Parties hereto have caused this Site Lease Agreement to be executed
in two originals by their respective duly authorised representatives as of the date first written above.
[Remainder of page left intentionally blank. Signature page follows.]
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EXECUTION VERSION
THE STATE OF QATAR REPRESENTED BY THE

PUBLIC WORKS AUTHORITY,
as Ashghal
By:
_______________________________________
Name:
Title:
AL WAKRA WATER COMPANY WLL,

as the Project Company
By:
_______________________________________
Name:
Title:
By:
_______________________________________
Name:
Title:
By:
_______________________________________
Name:
Title:
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EXECUTION VERSION
EXHIBIT A
to the
Site Lease Agreement
by and between
Ashghal, as lessor
and
Al Wakra Water Company WLL, as lessee
Description of Site
The Site consists of an area in, upon, across, over and under the portion of land depicted in Drawing
No. [___________], entitled “[_________]” attached as Attachment 1 to this Site Lease
Agreement. The Site lies within the land described as [●].
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EXECUTION VERSION
Attachment 1
to the
Site Lease Agreement
by and between
Ashghal, as lessor
and
Al Wakra Water Company WLL, as lessee
Drawing of the Site
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EXECUTION VERSION
SCHEDULE 15
Shared Facilities Site Land Access Agreement
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EXECUTION VERSION
(a) Shared Facilities Site Land Access Agreement
AL WAKRA & AL WUKAIR SEWAGE TREATMENT PLANT
FORM OF SHARED FACILITIES SITE LAND ACCESS AGREEMENT
between
THE STATE OF QATAR REPRESENTED BY THE PUBLIC WORKS

AUTHORITY OF THE STATE OF QATAR
(“Ashghal”)
and

(“Project Company”)
for the
Shared Facilities Site
Dated as of ________________
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EXECUTION VERSION
SHARED FACILITIES SITE LAND ACCESS

AGREEMENT
THIS SHARED FACILITIES SITE LAND ACCESS AGREEMENT is made and entered into as of
______________________, by and between:
(1) THE STATE OF QATAR REPRESENTED BY THE PUBLIC WORKS AUTHORITY OF
THE STATE OF QATAR, having its address at Al-Faisal Tower 1, West Bay, Doha, P.O. Box
22188, State of Qatar (“Ashghal”) as grantor; and
(2) AL WAKRA WATER COMPANY WLL, a Qatari company with limited liability (WLL),
incorporated under the laws of the State of Qatar, having its address at
_______________________ and registered in the Commercial Register located at the
Ministry of Commerce and Industry under No. 167215, (the “Project Company”) as licensee.
BACKGROUND:
(A) The Project Company will be responsible for the development, design, engineering, financing,
permitting, insurance, procurement, manufacturing, factory and site equipment testing,
construction, commissioning, performance acceptance testing, ownership, operation and
maintenance, handover and transfer of the Project Assets back to Ashghal at the end of the
concession Term.
(B) Ashghal desires to grant and lease to the Project Company, and the Project Company desires to
accept, assume and take from Ashghal the Shared Facilities Site, and certain rights and
obligations as described in this Shared Facilities Site Land Access Agreement, upon which the
Project Company intends to construct and maintain the shared facilities serving the wastewater
treatment plant (for purposes of this Shared Facilities Site Land Access Agreement and as
further defined below, the “Shared Facilities”).
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Shared Facilities Site
Land Access Agreement, Ashghal and the Project Company covenant and agree as follows.
AGREEMENT:

1.1 Definitions
For the purposes of this Shared Facilities Site Land Access Agreement, the following
capitalised words, terms and phrases used specifically in this Shared Facilities Site Land
Access Agreement, including in the recitals hereto, shall have the meanings set forth in this
Clause 1.1. Capitalised words not otherwise defined in this Shared Facilities Site Land Access
Agreement have the meaning given to them in the PPPA.
“Ashghal Parties” has the meaning set forth in Clause 7;
“Claims” means, with respect to any Person, any and all suits, sanctions, legal proceedings,
claims, assessments, judgments, damages, penalties, fines, liabilities, demands, reasonable
out-of-pocket expenses of whatever kind (including reasonable legal fees and expenses), and
losses incurred or sustained by or against such Person (but excluding any lost profits or other
special, incidental, indirect, punitive or consequential damages suffered by that Person);
“Closing Date” means the date upon which the parties to the PPPA jointly certify that the
conditions precedent under the PPPA have been fulfilled or waived;
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EXECUTION VERSION
“Consents” means any approval, consent or other authorisation that is required from any
Governmental Instrumentality under the laws of the State of Qatar with respect to the Project;
“Day” means a 24-hour period beginning and ending at 00:00 midnight Qatar time;
“Direct Agreement” is defined in the PPPA;
“Riyal” or “QAR” means the Qatari Riyal, the lawful currency of the State of Qatar;
“Earlier Termination Date” has the meaning set forth in Clause 3.2;
“Effective Date” is defined in the PPPA;
“Environmental Law” has the meaning given to “Environmental Legal Requirement” in the
PPPA;
“Expansion Phase” is defined in the PPPA;
“Expiry Date” has the meaning set forth in Clause 3;
“Financing Party” is defined in the PPPA;
“Government” means the government of the State of Qatar;
“Governmental Authorisations” means all authorisations, consents, decrees, permits,

waivers, privileges, approvals from and filings with all Governmental Instrumentalities
necessary for the realisation and operation of the Project, and shall include the Consents;
“Governmental Instrumentality” means the Government or any ministry, department or

political subdivision thereof, and any Person under the direct or indirect control of any such
government exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government or any other governmental entity, instrumentality, agency,
authority, corporation, committee or commission, or any independent regulatory authority,
in each case within the State of Qatar, and any successor to or any assignee of any of the
foregoing;
“Hazardous Materials” has the meaning given to “Hazardous Substances” in the PPPA;
“Law” means any decree, resolution, law, statute, act, ordinance, rule, directive in the State
of Qatar (to the extent having the force of law), order, treaty, code or regulation or any
interpretation of the foregoing, as enacted, issued or promulgated by any Governmental
Instrumentality, including amendments, modifications, extensions, replacements or re-
enactments of any Law;
“Legal Requirements” means all Laws, Governmental Authorisations and other licenses,
permits, approvals and agreements, and any injunction or final non-appealable judgment
directly applicable to the relevant Party, of any Governmental Instrumentality having
jurisdiction over the matter in question;
“Party’’ means a party to this Shared Facilities Site Land Access Agreement and “Parties”
shall be construed accordingly;
“Person” means any individual, joint stock company, limited liability company, partnership,
joint venture, association, unincorporated organisation, Governmental Instrumentality, or
other entity;
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EXECUTION VERSION
“PPPA” means the public private partnership agreement dated [●], entered into by and
between the Project Company and the State of Qatar represented by Ashghal relating to the
Project;
“Project” is defined in the PPPA;
“Project Commercial Operation Date” is defined in the PPPA.
“Project Documents” is defined in the PPPA;
“Rent” has the meaning set forth in Clause 4.1;
“Site Lease Agreement” means a Site Lease Agreement dated [●], entered into by and
between the Project Company and the State of Qatar represented by Ashghal relating to land
to be used for the building, ownership, operation and maintenance of the Project;
“Shared Facilities” is defined in the PPPA;
“Shared Facilities Site” means that parcel of land located in Qatar more specifically
described on Exhibit A (Description of Site); and
“Term” has the meaning set forth in Clause 3.
1.2 Rules of Interpretation

Unless the context of this Shared Facilities Site Land Access Agreement otherwise requires:
(a) words of any gender include each other gender;
(b) words using the singular or plural number also include the plural or singular
number, respectively;
(c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this
entire Shared Facilities Site Land Access Agreement and not to any particular
Clause, Exhibit or attachment or any other subdivision of this Shared Facilities Site
Land Access Agreement;
(d) any exhibits and attachments attached and referred to in this Shared Facilities Site
Land Access Agreement are a part of this Shared Facilities Site Land Access
Agreement for all purposes. Terms which are defined in this Shared Facilities Site
Land Access Agreement shall have the same meanings when used in the exhibits
or attachments, except as otherwise stated.
(e) references to “Clause,” “Exhibit,” or “Attachment” are to the Clauses, Exhibits and
Attachments, respectively, of this Shared Facilities Site Land Access Agreement;
(f) the words “include” or “including” shall be deemed to be followed by “without

limitation” or “but not limited to” whether or not they are followed by such phrases
of like import;
(g) references to “this Shared Facilities Site Land Access Agreement” or any other
agreement or document shall be construed as a reference to such agreement or
document as amended, modified or supplemented and in effect from time to time
and shall include a reference to any document which amends, modifies or
supplements it, or is entered into, made or given pursuant to or in accordance with
its terms;
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EXECUTION VERSION
(h) whenever this Shared Facilities Site Land Access Agreement refers to a number of
days, such number shall refer to calendar days unless Business Days are specified;
(i) all periods of time shall be based on, and computed according to, the Gregorian
calendar;
(j) the word “approval” or “consent” shall be deemed to be followed by “(such

approval not to be unreasonably withheld or delayed)” or “(such consent not to be
unreasonably withheld or delayed)”, as the case may be, whether or not it is
followed by such phrase or words of like import; and
(k) all rights and obligations specified in this Shared Facilities Site Land Access
Agreement shall be subject to and exercised in accordance with applicable Law.
2. SHARED FACILITIES SITE

2.1 Right of access granted to the Project Company
In consideration of the Rent to be paid and the terms, covenants, conditions, agreements and
obligations to be performed and observed by the Project Company as provided in this Shared
Facilities Site Land Access Agreement, and on the terms and subject to the conditions of this
Shared Facilities Site Land Access Agreement, Ashghal grants to the Project Company, and
the Project Company accepts and takes from Ashghal, a non-exclusive right to access the
Shared Facilities Site, with all easements necessary for the purpose of building, owning,
operating and maintaining the Shared Facilities and the activities necessarily ancillary thereto
and for no other purpose, granted or to be granted to the Project Company pursuant to this
Shared Facilities Site Land Access Agreement but subject to the rights reserved to Ashghal in
favour of itself and other parties by clause 2.4.
2.2 Delivery of Possession; Condition of Shared Facilities Site

Ashghal warrants that it has title to the Shared Facilities Site and the right to grant the Shared
Facilities Site Land Access Agreement. On the date of this Shared Facilities Site Land Access
Agreement, Ashghal shall provide and the Project Company acknowledges the receipt of
possession of the Shared Facilities Site free and clear of all liens, encumbrances or obstacles
that may prevent the Project Company from utilising the Shared Facilities Site for the purpose
of building, owning, operating and maintaining the Shared Facilities and associated assets.
The Project Company acknowledges and agrees that it has reviewed this Shared Facilities Site
Land Access Agreement and the size, shape, design and condition of the Shared Facilities Site,
taking into consideration the limitations, restrictions, reservations and third parties’
easements, as to their suitability, for the Project Company’s purposes, and the Project
Company is not relying on any statement of Ashghal with respect to such size, shape, design
or condition. Ashghal does not make any representation or warranty, whether written or oral,
as to the location, the geological, hydrological, physical or environmental condition in, on or
under, or the state of repair of, the Shared Facilities Site, and the Project Company accepts the
Shared Facilities Site taking into account the limitations, restrictions, reservations and third
parties’ easements, “as is, where is” without having relied upon any representation or
warranty of any kind whatsoever, whether written or oral, as to the location, the geological,
hydrological, physical or environmental condition in, on or under, or the state of repair of, the
Shared Facilities Site.
2.3 Purpose of the right of access of the Shared Facilities Site

The Parties acknowledge and agree that the Shared Facilities Site (a description of which is
set out in Exhibit A) is being made available to the Project Company for the development,
design, engineering, financing, permitting, insurance, procurement, manufacturing, factory
and site equipment testing, construction, commissioning, performance acceptance testing,
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EXECUTION VERSION
ownership, operation and maintenance, handover and transfer of the Shared Facilities back
to Ashghal at the end of the concession Term and otherwise to enable the Project Company to
exercise its rights and obligations under the PPPA.
2.4 Third Parties’ easements; restrictions, limitations and

reservations
(a) The Project Company acknowledges and agrees that the rights granted to the Project
Company pursuant to this Shared Facilities Site Land Access Agreement are subject
to:
(i) easements and rights-of-way in, upon, across, over and under the Shared
Facilities Site and other rights currently granted or that may be granted in the
future to Ashghal, third parties or other governmental bodies or entities;
(ii) during the Expansion Phase, the right for Ashghal to permit the use of the Shared
Facilities and the Shared Facilities Site by third parties on any terms which are
permitted by the PPPA and the Shared Facilities Agreement and to grant to such
third parties any rights over the Shared Facilities Site which are required in order
facilitate such use and the Project Company covenants that it will if reasonably
requested to do so enter into any documentation necessary at law for the rights
granted to such third parties in accordance with the PPPA to be valid and
enforceable.
(b) The Project Company further acknowledges and agrees that the following are
excluded from the Shared Facilities Site and the rights granted hereunder to the
Project Company:
(i) all those assets owned and areas allocated to Ashghal, third parties and other
governmental bodies or entities as more specifically described in Exhibit A
(Description of Site); and
(ii) all of the State of Qatar’s right, title and interest in and to oil, gas and other
minerals and antiquities in, on and under the Shared Facilities Site.
(c) The Parties agree, that Ashghal reserves the right to set speed limits, to impose safety
regulations and to impose other regulations and orders which are reasonably related
to the use of the Shared Facilities Site as Ashghal deems appropriate from time to
time, the right to control access consistent with Ashghal’s security procedures and
operational requirements as may, from time to time, be established, modified or
replaced which are reasonably related to operations at the Shared Facilities Site,
including the issuance of passes or other similar forms of identification.
3. TERM AND TERMINATION

3.1 Term
Unless this Shared Facilities Site Land Access Agreement is earlier terminated pursuant to the
provisions hereof, the term of this Shared Facilities Site Land Access Agreement (the “Term”)
shall commence on the Effective Date and expire, without notice or any other action on the
part of Ashghal, on the date which is twenty-five (25) years following the Project Commercial
Operation Date (the “Expiry Date”). The Term shall be automatically extended by any period
for which the term of the PPPA is extended in accordance with its terms.
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3.2 Early Termination

(a) This Shared Facilities Site Land Access Agreement may be terminated on a date
(herein referred to as the “Earlier Termination Date”) prior to the Expiry
Date by mutual agreement of Ashghal and the Project Company or in
accordance with Clause 3.2(b).
(b) The Parties agree that this Shared Facilities Site Land Access Agreement shall
terminate on the earlier of:
(i) the date on which the PPPA terminates or expires in accordance with its terms; and
(ii) the date on which the Site Lease Agreement terminates or expires in accordance with its terms.
(a) The Project Company shall be granted a licence to access the Shared Facilities Site
beyond the termination or Expiry Date in order to demobilise and remove any
equipment or materials owned by the Project Company.
3.3 Prerogative Right of Ashghal

Subject to Clause 18.8 of the PPPA, in the case of termination in accordance with this Clause
3.2, the buildings constructed on the Shared Facilities Site shall become a prerogative right of
Ashghal and the Project Company shall not be entitled to any remuneration or compensation
in this respect that is in excess of any amounts payable under the terms of the PPPA.
4. RENT AND PAYMENTS

4.1 Rent
In consideration for the grant by Ashghal of the Shared Facilities Site and the grant by Ashghal
of the easements, the Project Company shall pay rent to Ashghal in an amount equal to one
Qatari Riyal (QAR 1) (the “Rent”) per annum (if demanded)
4.2 Currency of Payment

All payments due to Ashghal shall be made in Qatari Riyals by immediately available funds,
without demand and without counterclaim, deduction or set off of any kind, at such place and
in such manner as Ashghal may from time to time designate by notice to the Project Company.
The Project Company’s obligation to pay any amounts which have accrued during the Term
hereof, but which remain unpaid as of the Expiry Date or Earlier Termination Date shall
survive the Expiry Date or Earlier Termination Date.
4.3 Late Payments

Without prejudice to Clause 4.1 above, if any sum owed by the Project Company to Ashghal
under this Shared Facilities Site Land Access Agreement shall not be paid more than five (5)
Business Days following the due date thereof, it shall bear interest from the due date thereof
until the date paid at a rate equal to four percent (4%) per annum.
4.4 Value Added Tax

require that VAT be imposed on amounts that either Party may invoice to (or otherwise
charge to) the other under or in connection with this Shared Facilities Site Land Access
Agreement, then the Party receiving such invoice shall pay such VAT to the Party
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issuing the invoice, in addition to the net price determined under this Agreement. Such
VAT shall be included by each Party in their invoices to the other Party and such VAT
shall be separately identified in the invoices so that the amount and rate of VAT
invoiced is expressly identified.
Qatari VAT Legal Requirements, the Parties reserve the right to reject the entire invoice
and request that a new invoice is issued for the undisputed portion in order to claim
VAT on that undisputed portion.
compliance purposes with the applicable Competent Authorities and provide the other
Party with evidence of such registration.
5. USE OF THE SHARED FACILITIES SITE;

COMPLIANCE WITH LEGAL REQUIREMENTS
5.1 Use of Site
The Project Company shall use the Shared Facilities Site together with all easements granted
pursuant to this Shared Facilities Site Land Access Agreement solely for the purposes of the
Project including the construction, operation, inspection, maintenance, repair and transfer of
the Shared Facilities and for no other purpose.
5.2 Conformity with Legal Requirements

The Project Company shall keep the Shared Facilities and the Shared Facilities Site together
with all easements granted pursuant to this Shared Facilities Site Land Access Agreement, or
cause the same to be kept, in a condition conforming to all applicable Legal Requirements.
The Project Company, at the Project Company’s sole cost and expense, shall procure any and
all Governmental Authorisations from time to time required for the lawful conduct of its
business on the Shared Facilities Site and enjoyment of all easements granted pursuant to this
Shared Facilities Site Land Access Agreement.
5.3 No Violation of Law

The Project Company (or any Person acting by, through, on behalf of, or with the expressed
or implied permission of, the Project Company) shall not make or permit any use of the Shared
Facilities Site, the easements granted pursuant to this Shared Facilities Site Land Access
Agreement, or the Shared Facilities that: (a) violates any Law, Environmental Law, Legal
Requirement, Governmental Authorisation, or other requirement of any Governmental
Instrumentality having jurisdiction over the Shared Facilities Site, the easements or the
Shared Facilities; (b) renders void or voidable any insurance then in force pursuant to the
provisions of this Shared Facilities Site Land Access Agreement; (c) creates or causes to be
created any mortgage, pledge or encumbrance of any kind on the Shared Facilities Site, the
easements, all or a portion of the Shared Facilities, except to the Project Company’s Financing
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Parties to the extent permitted by Law; or (d) violates any other presently existing restrictions,
reservations or rights of other persons affecting title to the Shared Facilities Site, the Shared
Facilities, or the easements.
5.4 Modifications Pursuant to the PPPA

The Project Company shall not make any modifications to the Shared Facilities, the Shared
Facilities Site or the easements without the prior written consent of Ashghal. It is understood
by the Parties that Ashghal will not object to any modifications to the Shared Facilities or the
Shared Facilities Site, which are permitted under the PPPA, provided that any such proposed
modification will not interfere with the Project Company’s operations in accordance with the
PPPA.
5.5 No Material Modifications

The Project Company shall not make any material modifications to the Shared Facilities, the
Shared Facilities Site or the easements without the prior written consent of Ashghal, it being
understood by the Parties to this Shared Facilities Site Land Access Agreement that Ashghal’s
consent shall be forthcoming in the event that any proposed modifications to the Shared
Facilities, the Shared Facilities Site or the easements will not materially interfere with the
rights and obligations of the Parties under the PPPA.
5.6 Insurance
The Project Company shall comply with the provisions of the PPPA regarding insurance for
the Shared Facilities Site. The Project Company agrees to keep all insurance policies in force
for the Term of this Shared Facilities Site Land Access Agreement and to provide Ashghal
upon its request relevant certificates confirming the existence and validity of such insurance
policy.
5.7 Conformity with Laws relating to public safety and health

The Project Company shall ensure strict implementation of the provisions of the Legal
Requirements relating to safety, public health and the instructions relating to industrial safety.
5.8 No dumping of waste

The Project Company shall refrain from dumping wastes or other materials at the Shared
Facilities Site except as specified by applicable Legal Requirements.
5.9 No violation of Environmental Laws

During the Term of this Shared Facilities Site Land Access Agreement, the Project Company
shall comply with, and shall cause its affiliates, agents, contractors, servants, employees and
licensees, to comply with all environmental laws in force in the State of Qatar and which
directly or indirectly affect the design, construction, operation, maintenance, repair and
reconstruction of the Shared Facilities or the use or occupancy of the Shared Facilities Site or
the Shared Facilities, by the Project Company.
5.10 No interference with third party use

The Project Company will not in any way hinder or interfere with the proper exercise of any
rights lawfully granted to a third party over the Shared Facilities Site.
6. ACCESS AND INSPECTION
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6.1 The Project Company shall permit Ashghal and its employees, sub-contractors or
representatives and the Project Engineer and any third party beneficiary of lawfully granted
rights to enter upon the Shared Facilities Site, the Shared Facilities or any part of either during
the Term for any purpose allowable in accordance with or in relation to the PPPA.
Specifically, and without limiting the general right of access accorded elsewhere by this Shared
Facilities Site Land Access Agreement or the PPPA, the Project Company shall permit Ashghal
and Ashghal’s representatives, sub-contractors and designees to enter upon the Shared
Facilities Site, the Shared Facilities or any part of either at any time for the purpose of
inspecting the same:
(i) to ensure the Project Company’s compliance with the provisions of this Shared
Facilities Site Land Access Agreement and the PPPA and other agreements relating to
the Project; or
(ii) to enable Ashghal, as may be required, to comply with its obligations under this Shared
Facilities Site Land Access Agreement and the PPPA and the other agreements relating
to the Project.
In exercising such right of access and inspection, Ashghal and Ashghal’s representatives and
designees shall comply with security and safety procedures for the Site or the Plant by the
Project Company to the extent they are reasonably tailored in accordance with Good Utility
Practice to meet a standard for premises similar to the Site and/or the Plant and shall not
cause the Project Company to breach its obligations under Clause 5.10 (No interference
with third party use).
6.2 Ashghal grants to the Project Company the right to the free and uninterrupted passage and
running of gas, water, electricity, telephone, television, video, audio, fax, electronic mail, data,
information, communications and other services or supplies to and from and through the
pipes, conduits, wires, cables, laser optical fibres, data or impulse transmission,
communication or reception systems and other conducting media that are now or may during
the term of this Shared Facilities Site Land Access Agreement be in or under or over the Shared
Facilities for the purposes only of the Project.
7. INDEMNIFICATION
(a) The Project Company shall indemnify, defend and hold harmless Ashghal, its officials,
employees and representatives and its agents, contractors or licensees and their respective
officers, directors, and employees (herein referred to as the “Ashghal Parties”), from and
against all Claims made against or suffered by any Ashghal Parties that arise from:
(i) the violation or alleged violation of any Environmental Law relating to the Shared
Facilities Site by the Project Company or any of its affiliates, agents, employees,
contractors, subcontractors or invitees;
(ii) any injury to persons or damage to property that results from the negligent acts or
omissions of the Project Company or any of its affiliates, agents, employees, contractors,
subcontractors or invitees on, or arising out of the use of, the Shared Facilities Site, the
easements, or the Shared Facilities during the Term of this Shared Facilities Site Land
Access Agreement; or
(iii) any unlawful or unauthorized use, presence, suspected presence, disposal, discharge,
storage, treatment, transportation, handling, generation, release or threatened release
of any Hazardous Materials on, in, over, under, from or affecting the Shared Facilities
Site, the easement or the Shared Facilities, or any portion thereof (including the soil,
subsoil, surface water or ground water on or beneath the Shared Facilities Site, the
easement and the air above the same) caused by the Project Company or any of its
affiliates, agents, employees, contractors, subcontractors or invitees,
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save that the Project Company shall not be liable to indemnify Ashghal:
(i) for any matter referred to in this Clause 7 that arises as a direct result of the Project
Company acting on a written notice issued by Ashghal or an Ashghal Party; or
(ii) for any Claims caused by the negligence or wilful misconduct of Ashghal or an Ashghal
Party (other than to the extent such negligence or wilful misconduct would not have
occurred but for a breach by the Project Company of its obligations under this Shared
Facilities Site Land Access Agreement).
(b) Where Ashghal wishes to make a claim under this Shared Facilities Site Land Access
Agreement against the Project Company in relation to a claim made against Ashghal by a third
party (a “Third Party Claim”), the Project Company may at its own expense and with the
assistance and co-operation of Ashghal have conduct of the Third Party Claim including its
settlement and Ashghal shall not, unless the Project Company has failed to resolve the Third
Party Claim within a reasonable period, take any action to settle or prosecute the Third Party
Claim.
(c) The Project Company shall, if it wishes to have conduct of any Third Party Claim,
give reasonable security to Ashghal for any cost or liability arising out of the conduct of the
Third Party Claim by the Project Company.
(d) Ashghal shall at all times take all reasonable steps to minimise and mitigate any loss
for which Ashghal is entitled to bring a claim against the Project Company pursuant to this
Shared Facilities Site Land Access Agreement.
8. SURRENDER OF THE SHARED FACILITIES SITE

The Project Company shall, upon the Expiry Date or Earlier Termination Date, whichever
shall first occur, surrender the Shared Facilities Site (and, thereby, the easements) to Ashghal
without delay, free and clear of all tenancies and occupancies and free and clear of all
mortgages, pledges or encumbrances as of the date on which all Project Assets are required to
be transferred to the Handback Entity (as defined in the PPPA) free and clear of all
Encumbrances in accordance with Clause 18(a) of the PPPA and subject to the terms and
conditions of the Project Documents, and shall execute and deliver to Ashghal any and all
documents, whether in recordable form or otherwise, reasonably required to evidence the
termination or expiry of the Term of this Shared Facilities Site Land Access Agreement and
the relinquishment of the easements.
9. MISCELLANEOUS PROVISIONS
9.1 Notices
The Notice provisions at Clause 24.1 of the PPPA shall apply to this Shared Facilities Site Land
Access Agreement.
9.2 Amendment
No modification, amendment or waiver of any provisions of this Shared Facilities Site Land
Access Agreement shall be valid unless it is in writing and signed by all Parties hereto.
9.3 Assignment
Neither Party may assign any of its rights or obligations, in part or in whole, under this Shared
Facilities Site Land Access Agreement without the prior written consent of the other Party
provided that Ashghal may withhold its consent to the proposed assignment if the proposed
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EXECUTION VERSION
assignee will not also be taking a simultaneous assignment of the Site Lease Agreement and
provided further that the provisions of clause 20.2 of the PPPA shall apply to this Shared
Facilities Site Land Access Agreement mutatis mutandis.
9.4 Step-in Date under Direct Agreement

On and from the Step-in Date (as described under the Direct Agreement):
(i) the Additional Obligor (as described under the Direct Agreement):shall become a party
to this Shared Facilities Site Land Access Agreement with all of the rights of the Project
Company hereunder and, save as provided in Clause 4.2, of the Direct Agreement, the
Additional Obligor shall be jointly and severally liable with the Project Company for all
of its obligations hereunder whether arising before, on or after the Step-in Date; and
(ii) as between the Project Company, Ashghal and the Additional Obligor, only the
of the Project Company under this Shared Facilities Site Land Access Agreement and
Ashghal shall be discharged of its obligations under this Shared Facilities Site Land
Access Agreement only to the extent that such obligations are performed in favour of
the Additional Obligor
9.5 Headings
The headings contained in this Shared Facilities Site Land Access Agreement are solely for the
convenience of the Parties hereto and should not be used or relied upon in any manner in the
construction or interpretation of this Shared Facilities Site Land Access Agreement.
9.6 Drawings
Save for any fraudulent actions or omissions, Ashghal shall not be liable to the Project
Company as a result of any inaccuracy, omission, unfitness for any purpose or inadequacy of
any kind whatsoever in the content of Exhibit A (Description of Site).
9.7 Governing Law

This Shared Facilities Site Land Access Agreement shall be governed by and construed in
accordance with the laws of the State of Qatar. Any dispute, controversy or claim arising out
of or relating to this Shared Facilities Site Land Access Agreement or to a breach hereof,
including its interpretation, performance or termination, shall be resolved in accordance with
the dispute resolution provisions at Clause 23 of the PPPA.
9.8 Sovereign Immunity

Each of the Parties hereby unconditionally and irrevocably agrees for now and hereafter to the
binding submission of any dispute in accordance with Clause 9.7 and not to claim, invoke or
permit to be invoked on its behalf or for its benefit any right it may have under the laws of the
State of Qatar, or of any other state or jurisdiction, to prevent, delay, hinder, nullify or in any
other way obstruct the submission of any dispute to the dispute resolution procedure set out
in Clause 9.7. Each of the Parties hereby unconditionally and irrevocably agrees for now and
hereafter to accept any judgment entered thereon by a court of competent jurisdiction as final
and binding.
9.9 Consequential Loss
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EXECUTION VERSION
Save in the case of any liability arising as result of fraud or wilful misconduct, no Party shall
be liable to the other Party under this Shared Facilities Site Land Access Agreement in respect
of any loss of opportunity, loss of profit, loss of revenue, loss of use, loss of contract or loss or
diminution of goodwill, any indirect or consequential loss or any punitive damages.
IN WITNESS WHEREOF, the Parties hereto have caused this Shared Facilities Site Land Access
Agreement to be executed in two originals by their respective duly authorised representatives as of
the date first written above.
PUBLIC WORKS AUTHORITY “Ashghal”
By: _______________________________________
Name:
Title:
Authorised Signatory
By: _______________________________________
Name:
Title:
By: _______________________________________
Name:
Title:
By: _______________________________________
Name:
Title:
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EXECUTION VERSION
EXHIBIT A
to the
by and between
Public Works Authority
and
Description of Site
The Shared Facilities Site consists of an area in, upon, across, over and under the portion of land
depicted in Drawing No. [___________], entitled “[_________]” attached as Attachment 1 to this
Shared Facilities Site Land Access Agreement. The Shared Facilities Site lies within the land described
as [●].
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EXECUTION VERSION
Attachment 1
to the
by and between
Public Works Authority
and
Drawing of the Shared Facilities Site
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EXECUTION VERSION
SCHEDULE 16
Form of Government Guarantee
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EXECUTION VERSION
FORM OF
PPP AGREEMENT PAYMENT GUARANTEE
(1) MINISTRY OF FINANCE ON BEHALF OF
THE GOVERNMENT OF THE STATE OF QATAR
AND
(2) AL WAKRA WATER COMPANY WLL
PPP AGREEMENT PAYMENT GUARANTEE
for the Al Wakra & Al Wukair Sewage Treatment Plant

Project
Dated as of ______________
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EXECUTION VERSION
CONTENTS
Clause Page
1. INTERPRETATION AND DEFINITIONS ................................................................................... 6

2. GUARANTEE................................................................................................................................. 6
3. WAIVER OF DEFENCES .............................................................................................................. 6
4. CONTINUING GUARANTEE ....................................................................................................... 7
5. ADDITIONAL SECURITY ............................................................................................................ 7
6. PRELIMINARY RECOURSE ........................................................................................................ 7
7. CERTIFICATION ..........................................................................................................................8
8. SUBORDINATION ........................................................................................................................8
9. NO SET OFF ..................................................................................................................................8
10. REPRESENTATIONS AND WARRANTIES ................................................................................8
11. WAIVER OF SOVEREIGN IMMUNITY ...................................................................................... 9
12. PERFORMANCE OF AGREEMENTS .......................................................................................... 9
13. NO WAIVER, REMEDIES CUMULATIVE .................................................................................. 9
14. LIMITATIONS ............................................................................................................................. 10
15. REINSTATEMENT...................................................................................................................... 10
16. WAIVER OF SUBROGATION .................................................................................................... 10
17. PAYMENTS.................................................................................................................................. 10
18. TAXES .......................................................................................................................................... 10
19. NOTICES.......................................................................................................................................11
20. ASSIGNMENTS ............................................................................................................................11
21. JURISDICTION ........................................................................................................................... 12
22. REPAYMENT OF EXCESS SUMS DRAWN .............................................................................. 12
23. SEVERABILITY ........................................................................................................................... 13
24. COUNTERPARTS ........................................................................................................................ 13
25. RETURN OF GUARANTEE ........................................................................................................ 13
26. GOVERNING LAW ..................................................................................................................... 13
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EXECUTION VERSION
THIS PPP AGREEMENT PAYMENT GUARANTEE (this “Guarantee”) is made at Doha, Qatar
on _________________ 2022
BETWEEN
(1) MINISTRY OF FINANCE on behalf of the Government of the State of Qatar (the
“Guarantor”); and
(2) AL WAKRA WATER COMPANY WLL, a limited liability company organised under the
laws of the State of Qatar with commercial registration number 167215 (the “Company”),
the Guarantor and the Company may hereafter be referred to collectively as the “Parties” and
individually as a “Party”.
WHEREAS:
(A) The Company is to develop the the Al Wakra & Al Wukair Sewage Treatment Plant (as more
particularly described in the PPPA, the “Project”), on a build, operate and maintain and
transfer basis; and
(B) The Public Works Authority (“Ashghal”), an authority of the Government of the State of Qatar,
has entered into a PPP Agreement dated __________________ with the Company (as may
be amended, varied, novated or supplemented from time to time, the "PPPA"), whereby
Ashghal has agreed to make certain payments to the Company in consideration for its operation
of the design, construction and operation of the Project, and the Availability thereof, on the
terms and conditions as set out in the PPPA.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION AND DEFINITIONS
Capitalised terms not otherwise defined herein shall have the meaning ascribed to them in the PPPA
and the rules of interpretation and construction contained in Article 1.2 (Interpretation) of the PPPA
shall apply to this Agreement as if the same were expressly set forth herein, mutatis mutandis.
2. GUARANTEE
In consideration of the Company entering into the PPPA, the Guarantor as primary obligor guarantees
and promises to pay the Company, in Qatari Riyals, any and every sum of money due and owing by
Ashghal to the Company which Ashghal is obliged to pay to the Company pursuant to the PPPA that
Ashghal has failed to pay in accordance with the terms of the PPPA, including, without limitation,
monetary damages that may be assessed or awarded by an expert delegated by a competent court by
virtue of a court order filed against Ashghal that arise out of the failure by Ashghal to perform its
obligations under the PPPA in accordance with its terms.
3. WAIVER OF DEFENCES
The obligations of the Guarantor under this Guarantee shall be absolute and unconditional and shall
remain in full force and effect until all the covenants, terms and agreements set forth in the PPPA shall
have been completely discharged and performed, unless waived by the Company in writing. The
obligations of the Guarantor shall not be modified or impaired by (and the Guarantor waives any
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EXECUTION VERSION
defence to the performance of such obligations based upon) the occurrence from time to time of any
event, including without limitation, the following:
3.1 The extension of time for: (i) payment of any amounts due, or, (ii) performance of any of the
covenants, terms, or agreements of Ashghal set forth in the PPPA;
3.2 Any extension, waiver or amendment to the PPPA;
3.3 The failure, omission, or delay by the Company to enforce, ascertain, or exercise any right,
power or remedy under or pursuant to the terms of the PPPA or this Guarantee;
3.4 The bankruptcy, insolvency, or other failure or financial disability of Ashghal;
3.5 The addition, or partial or entire release of any guarantor or other party (including Ashghal)
primarily or secondarily responsible for the performance of any of the covenants, terms, or
agreements set forth in the PPPA or by any extension, waiver, amendment or thing whatsoever
that may release or create a defence for a guarantor (other than performance in accordance with
the terms of the PPPA);
3.6 Any failure of Ashghal to comply with the requirements of any law, regulation or order of the
State of Qatar;
3.7 The dissolution, privatisation, reorganisation or any other legal restructuring of Ashghal;
3.8 Any assignment pursuant to Article 20 of this Guarantee or Article 20 (Assignment) of the PPPA;
3.9 Any invalidity, illegality or unenforceability of the PPPA or any of its respective provisions,
terms or conditions save for invalidity, illegality or unenforceability caused by or attributable
to the act or omission of the Company; or
3.10 Any other act (other than payment of amounts due), event or omission which, but for this
Article 3, might operate to discharge, impair or otherwise affect any of the obligations of the
Guarantor under this Guarantee.
Nothing in this Article 3 shall in any way increase, expand or create any obligations of the Guarantor
under this Guarantee that would not otherwise have existed under Article 2.
4. CONTINUING GUARANTEE
Subject to Article 14, this Guarantee shall extend to cover the balance determined to be due to the
Company at any time from Ashghal under the PPPA, including in connection with its expiration or early
termination.
5. ADDITIONAL SECURITY
5.1 This Guarantee shall be in addition to, and not in substitution for or derogation of, any other
security that the Company may at any time hold in respect of the obligations of Ashghal under
the PPPA.
5.2 The Company may enforce this Guarantee notwithstanding that it may hold any other
guarantee, lien or security or have available to it any other remedy provided under the Laws.
6. PRELIMINARY RECOURSE
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EXECUTION VERSION
Notwithstanding that this Guarantee is the unconditional obligation of the Guarantor, before taking
steps to enforce this Guarantee and demanding payment from the Guarantor, the Company agrees to
make demand in writing for payment from Ashghal. After thirty (30) Days from the date payment was
due, the Company may notify the Guarantor in writing that payment from Ashghal is past due and make
a demand for payment from the Guarantor under this Guarantee, and the Guarantor shall make
payment within thirty (30) Days after delivery of such notice; provided that such notice includes a copy
of the invoice submitted by the Company to Ashghal and, provided further, that such copy shows
evidence of the date of receipt by Ashghal of such invoice and such notice indicates that Ashghal either
did not pay or declined to pay the invoice within the applicable payment period.
7. CERTIFICATION
Any demand for payment made pursuant to this Guarantee shall be made in writing and delivered in
person by a duly authorised officer of the Company at the Guarantor's offices set forth in Article 19.1
and shall be accompanied by a certificate signed by a duly authorised officer of the Company stating
that:
“We hereby certify that: (1) Al Wakra Water Company WLL (the “Company”) is making this demand
on the Ministry of Finance (the “Guarantor”) in the amount of [insert amount] in accordance with
Article 2 of the Guarantee dated [date] between the Guarantor and the Company; (2) the amount
specified above is due and payable by Ashghal under the PPP Agreement between the Company and
Ashghal dated [date]; (3) demand in writing for payment from Ashghal has been made not less than
thirty (30) Days from the date hereof; and (4) such amount, on the date hereof, remains unpaid by
Ashghal”.
8. SUBORDINATION
The Guarantor shall not exercise any right that it may at any time have (i) to be indemnified by Ashghal,
(ii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights
of the Company under (a) the relevant agreement or (b) any other security taken under or pursuant to
that agreement, or (iii) in respect of sums paid out by the Guarantor in performance of this Guarantee,
in any case, until such time as the obligations of Ashghal to pay the Company all sums then due from
Ashghal to the Company under the PPPA have been fully and finally discharged, unless there is a court
judgment stating otherwise
9. NO SET OFF
No set off, counterclaim, reduction or diminution of any obligation that the Guarantor has or may have
against the Company nor any right of subrogation that the Guarantor has or may have in respect of the
rights of the Company shall be available to the Guarantor against the Company in connection with any
obligation and shall not reduce any obligation of the Guarantor to the Company under this Guarantee,
and all payments made by the Guarantor under this Guarantee shall be made without set off, deduction
or counterclaim.
10. REPRESENTATIONS AND WARRANTIES
The Guarantor represents and warrants that, as of the date hereof:
10.1 Power of Authority
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The Guarantor has full power authority and legal right to incur the obligation, to execute and deliver,
and to perform and observe the terms and provisions of this Guarantee.
10.2 Legal Validity
This Guarantee constitutes legal, valid, binding, and enforceable obligations of the Guarantor in
accordance with its terms.
10.3 Full Faith and Credit
The obligations and covenants of the Guarantor in this Guarantee constitute unconditional obligations
of the Guarantor, for the performance of which the full faith and credit of the Guarantor is pledged.
10.4 Consents
All authorisations, approvals, laws, decrees, consents, exemptions, registrations, notarisations and
other regulatory or statutory matters, for which the Guarantor is responsible for obtaining or effecting
and which are required in connection with the entry into, performance, validity and enforceability of
this Guarantee have been obtained or effected and are in full force and effect.
10.5 Pari Passu Ranking
The obligations of the Guarantor under this Guarantee rank and will continue to rank at least pari passu
with all its other unsecured and unsubordinated liabilities except for obligations which are mandatorily
preferred by Law.
11. WAIVER OF SOVEREIGN IMMUNITY
11.1 Consent to Enforcement
The Guarantor hereby consents in respect of any legal action or proceeding arising out of or in
connection with this Guarantee to the giving of any relief or the issue of any process in connection with
such action or proceeding in respect of the making, enforcement or execution of any order or judgment
which may be made or given in such action or proceeding against its assets invested in financial,
commercial or industrial activities, or deposited in banks.
11.2 Waiver of Sovereign immunity
The Guarantor hereby irrevocably agrees for the benefit of the Company and in relation to the PPPA
and this Guarantee only not to claim and hereby irrevocably waives immunity from suit for itself or from
execution or attachment, for its assets invested in financial, commercial or industrial activities, or
deposited in banks.
12. PERFORMANCE OF AGREEMENTS
The Guarantor shall not take any action that would prevent or interfere with the performance by
Ashghal of any of its obligations under the PPPA.
13. NO WAIVER, REMEDIES CUMULATIVE
13.1 No Waiver
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No failure or delay by the Company to exercise any right or remedy under this Guarantee shall constitute
a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any
other or further exercise thereof or the exercise of any other right or remedy. No waiver by the Company
shall be effective unless it is in writing.
13.2 Remedies Cumulative
The rights and remedies of the Company provided by this Guarantee are cumulative and not exclusive
of any rights or remedies provided under the Laws.
14. LIMITATIONS
No claim may be made under this Guarantee after the date that is ninety (90) Days after the date of
termination of the PPPA.
15. REINSTATEMENT
Where any discharge (whether in respect of the obligations of Ashghal or any security therefor or
otherwise) is made in whole or in part, or any arrangement is made on the faith of any payment, security
or other disposition which is avoided or must be repaid on bankruptcy, liquidation or otherwise without
limitation, the liability of the Guarantor under this Guarantee shall continue as if there had been no
such discharge or arrangement.
16. WAIVER OF SUBROGATION
Until the expiration of this Guarantee, the Guarantor shall not, after default by Ashghal and a claim has
been made pursuant to this Guarantee, be subrogated to any rights, security or moneys held, received
or receivable by the Company or be entitled to any right of contribution or indemnity in respect of any
payment made or moneys received on account of the Guarantor’s liability under this Guarantee.
17. PAYMENTS
17.1 All payments to be made by the Guarantor hereunder shall be made in Qatari Riyals to the
Company to such account in Qatar as the Company may notify the Guarantor for this purpose.
17.2 If a payment under this Guarantee is due on a Day which is not a Business Day, the due date for
that payment shall instead be the next Business Day in the same calendar month (if there is one)
or the preceding Business Day (if there is not or the next Business Day would be after the expiry
of this Guarantee).
18. TAXES
18.1 All payments made by the Guarantor under this Guarantee shall be made without any deduction,
and free and clear of and without deduction for or an account of any taxes imposed or levied in
Qatar (“Tax”) except, to the extent that the Guarantor is required by Law, the Guarantor shall
pay such additional amounts as may be necessary to ensure that the Company receives a net
amount equal to the full amount which it would have received had payment not been made
subject to Tax, provided that this shall not be more than the amount which it would have been
entitled to receive from Ashghal under the PPPA.
18.2 Nothing in Article 18.1 above shall oblige the Guarantor to:
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EXECUTION VERSION
(a) pay any additional amount to the Company in respect of a deduction to the
extent that the additional amount is to be paid solely as a result of a failure
by the Company to make any disclosure to, or filing with, a relevant taxing
authority; or
(b) indemnify the Company in respect of any tax on its overall net income (or
the overall net income of any of its divisions or branches) imposed in the
jurisdiction in which its principal office or office through which it receives
payment under this Guarantee for the time being is situate, unless such a
tax is collected by means of a withholding or deduction.
19. NOTICES
Any notice or other communication from any Party to another shall be in the English language made in
writing delivered by hand, courier or by facsimile to the person designated by the other Party to receive
such communications.
19.1 Guarantor
Address: Ministry of Finance

PO Box 83
Doha, Qatar
Attention: [ ]
Fax: [ ]
19.2 Company
Address: PO Box 23616, Doha, Qatar
Attention: Mohammed Faour
Fax: +974 4456 8750
Email: mohammed.faour@metito.com
19.3 A notice shall be deemed to have been made or delivered:
(a) in the case of any communication made by letter, when delivered by hand,
by recognised international courier or by mail (registered return receipt
requested) at that address; and
(b) in the case of any communication made by facsimile, when transmitted

properly addressed to such facsimile number.
19.4 In case a Party changes its address or attention, it shall notify the other Party in writing prior
to adoption of the new address or attention.
20. ASSIGNMENTS
20.1 This Guarantee shall be binding upon the Guarantor and its respective successors and shall
inure for the benefit of the Company and its respective successors and assigns.
20.2 The Guarantor may not assign or transfer all or any part of its rights or obligations hereunder.
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EXECUTION VERSION
20.3 The Company may transfer or dispose of any of its interests in, or its rights and obligations
under, this Guarantee to any Lender, provided that the liabilities of the Guarantor under the
Guarantee shall not be increased as a consequence of any such transfer.
21. JURISDICTION
[Any dispute between the Guarantor and the Company arising out of or in relation to this Guarantee
will be resolved by Qatari courts.]
[Any dispute arising out of or in connection with this Guarantee, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration administered
by the Qatar Financial Centre in accordance with the Qatar Financial Centre Arbitration Regulations in
force at the time the request for arbitration is submitted, which rules are deemed to be incorporated by
reference in this clause.
The seat of the arbitration shall be Qatar.
The Arbitral Tribunal shall consist of three (3) arbitrators.
The language of the arbitration shall be English.
The competent court of the arbitration shall be the First Instance Circuit of the Civil and Commercial
Court of the Qatar Financial Centre and, in the case of enforcement, the competent judge shall be the
enforcement judge of the First Instance Circuit of the Civil and Commercial Court of the Qatar Financial
Centre.]4
22. REPAYMENT OF EXCESS SUMS DRAWN
22.1 The Guarantor shall pay the full amount of sums required to be paid hereunder when due. If
the Guarantor shall have paid to the Company any sums under this Guarantee that are in excess
of sums determined, following the resolution of any dispute over an amount due under the
PPPA resolved in accordance with the respective terms of the PPPA by final and binding
determination in accordance with such terms, to be due and payable by Ashghal to the Company,
then promptly, and in any event within seven (7) Business Days after receipt by the Company
of a demand therefor from the Guarantor in accordance with Article 6, which receipt the
Company shall promptly notify to Ashghal, the Company shall repay such overpaid sums to the
Guarantor and shall pay to the Guarantor interest on such overpaid sums, which interest shall
accrue at the Relevant Rate (as defined below) plus three percent (3%), based on the actual
number of Days elapsed between the date of receipt by the Company of such overpaid sums
from the Guarantor through, but excluding, the date on which such overpaid sums are repaid
by the Company to the Guarantor in accordance with this Article 22 (on the basis of a 360 day
year).
22.2 As discussed in Article 22.1, "Relevant Rate" means, in respect of the amount of any overpaid
sums repayable by the Company to the Guarantor hereunder, interest on such repayable sums
accruing daily from the date of the Company's receipt of such sums (the "Disbursement
Date") until the date repayment is made by the Company to the Guarantor, calculated as at the
Disbursement Date at the rate per annum equal to the Qatar Central Bank Rate for three (3)
month Qatari Riyals deposits as quoted on the Disbursement Date by the Qatar Central Bank.
23. SEVERABILITY
4
Drafting Note: Subject to further discussions post-Effective Date following MOF/PMO feedback.
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EXECUTION VERSION
If any provision of this Guarantee is prohibited or unenforceable in any applicable jurisdiction, such
prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity
or enforceability of such provision in any other jurisdiction.
24. COUNTERPARTS
This Guarantee may be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.
25. RETURN OF GUARANTEE
Each original of this Guarantee shall be returned to the Guarantor on the earlier of its termination date
and the date when all sums payable now or in the future under this Guarantee have been paid.
26. GOVERNING LAW
This Guarantee is governed by the laws of the State of Qatar.
[Remainder of page intentionally blank. Signature page follows.]
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EXECUTION VERSION
IN WITNESS whereof the Parties hereto have caused this Guarantee to be duly executed on the date
set forth above.
MINISTRY OF FINANCE
By:
Name:
Title:
Witnessed:
By:
Name:
Title:
By:
Name:
Title:
Witnessed:
By:
Name:
Title:
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EXECUTION VERSION
SCHEDULE 17
Minimum Insurance Requirements
1. Definitions
Capitalised terms not otherwise defined in this Schedule 17 (Minimum Insurance Requirements)
shall have the meanings given to them in Clause 1 of this Agreement.
2. General
The Project Company shall obtain and maintain or cause to be obtained and maintained
insurance policies from financially sound and reputable insurers (and, where appropriate
reinsurers) that generally contain provisions which are reasonably standard in the international
insurance market with respect to sewage treatment facilities of a similar size, technology and
location as the Project Assets. The insurance policies shall provide at least the types of insurance
coverage and terms described in Clause 14 of this Agreement and in paragraph 3 of this
Schedule 17 (Minimum Insurance Requirements), subject to the constraints of availability on
commercially reasonable terms in the local, regional and/or international insurance market at
the times such insurance is required to be obtained.
3. Insurance Coverage
3.1 Initial Phase - Construction and Erection All Risks Insurance (CAR)
Coverage: This insurance shall cover physical loss of or damage to the permanent and
temporary works of the Project Assets under construction by the Project
Company, its EPC Contractor(s) and/or subcontractors, including
materials and equipment supplied for incorporation therein. The scope of
coverage is to be "All Risks" subject to standard exclusions and sub limits.
Defects coverage is to be included to the extent available at commercially
reasonable terms.
Endorsements required by the Finance Documents and Waiver of
Subrogation Clause waiving subrogation against all insureds unless caused
by a vitiating act.
Amount Insured: Replacement value of the Initial Phase, preparatory works or the EPC
Contract Price subject to appropriate peril sub limits.
Coverage Period: From the earlier of the Full Notice to Proceed under the EPC Contract (as
defined therein) or the Closing Date (as defined in the Agreement) or from
the commencement of construction activity at the Project Site until the
Project Commercial Operation Date, including construction, testing and
commissioning plus up to a maximum of twenty four (24) months extended
maintenance coverage in respect of the Defect Liability Period (as defined
in the EPC Contract) in accordance with EPC contractual obligations.
General: Coverage shall include transit within Qatar of locally procured materials.
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EXECUTION VERSION
3.2 Initial Phase - All Risks Physical Damage Insurance (following Acts of Political
Sabotage or Terrorism)
Coverage: This insurance provides indemnity against the costs to repair or replace
insured property damaged by an act of political sabotage or terrorism.
Policy wording is to dovetail with any exclusions under the policy wording
for the Construction and Erection All Risks insurance.
by a vitiating act.
Amount Insured: The estimated maximum loss, not greater than seventy five million US
Dollars (USD 75,000,000) in the aggregate for the term.
the commencement of construction activity at the Project Site, including
construction, testing and commissioning.
3.3 Initial Phase - Third Party General Insurance
Coverage: This insurance shall cover legal liability for damage to property of or bodily
injury to third parties (including Ashghal for the avoidance of doubt)
arising out of the construction of the Project Assets.
by a vitiating act.
Amount Insured: Not less than thirty million US Dollars (USD 30,000,000) per occurrence.
the commencement of construction activity at the Project Site until the
Project Commercial Operation Date, including construction, testing and
commissioning plus up to a maximum of twenty four (24) months in
respect of the Defect Liability Period (as defined in the EPC Contract) in
accordance with EPC contractual obligations.
3.4 Initial Phase - Marine Cargo Insurance
Coverage: This insurance shall cover physical loss of or damage to the materials,
equipment, machinery, spares, supplies and other items for incorporation
or consumption in the Project Assets occurring during transportation
thereof to the Project Site or its vicinity. The scope of coverage is to be "All
Risks" subject to standard exclusions and sub limits.
by a vitiating act.
Amount Insured: Not less than the replacement value of any item (including expediting
costs).
Coverage Period: In the case of materials, equipment, machinery, spares, supplies and other
items for the Project Assets, continuous cover always open from the earlier
of the Closing Date or the date of the initial shipment of Project Assets
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EXECUTION VERSION
equipment or materials and to remain in force until the expiry of all

warranty periods under the EPC Contract.
3.5 All Risks Physical Damage Insurance
Coverage: This insurance shall cover risk of physical loss or damage to the Project
Assets. The scope of coverage is to be "All Risks" including where relevant
Machinery Breakdown subject to standard exclusions and sub limits to the
extent available at commercially reasonable terms.
by a vitiating act.
Amount Insured: Replacement and reinstatement value of the Project Assets.
Coverage Period: From the Project Commercial Operation Date until the expiry of the Term.
3.6 All Risks Physical Damage Insurance (following Acts of Sabotage or Terrorism)
Coverage: This insurance provides indemnity against the costs to repair or replace
insured property damaged by an act of political sabotage or terrorism.
Policy wording is to dovetail with any exclusions under the policy wording
for the All Risks Physical Damage Insurance.
by a vitiating act.
Amount Insured: Not greater than seventy five million US Dollars (USD 75,000,000) on a
first loss basis and in the annual aggregate for the term.
Coverage Period: From the Project Commercial Operation Date until the expiry of the Term.
3.7 Third Party Liability Insurance
Coverage: This insurance shall cover legal liability for damage to property of or bodily
injury to third parties (including Ashghal) arising out of the ownership,
operation and maintenance of the Project Assets.
Endorsements required by the Finance Document and Waiver of
by a vitiating act.
Amount Insured: Not less than thirty million US Dollars (USD 30,000,000) per occurrence.
Coverage Period: Annually, from the Project Commercial Operation Date until the expiry of
the Term.
3.8 Automobile Liability Insurance
Coverage: This insurance shall cover liability for damage to property of or bodily
injury to third parties arising out of the ownership, use and maintenance
of motor vehicles owned by the Project Company.
Amount Insured: The amount required under the Legal Requirements.
Coverage Period: Annually, from the earlier of the notice to proceed under the EPC Contract
or the Closing Date until the expiry of the Term.
3.9 Workmen's Compensation Insurance
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EXECUTION VERSION
Coverage: This insurance shall cover workmen's compensation for affected employees
as required under the Legal Requirements.
Amount Insured: The amount required under the Legal Requirements.
Coverage Period: Annually, from the earlier of the notice to proceed under the EPC Contract
or the Closing Date until the expiry of the Term.
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EXECUTION VERSION
SCHEDULE 18
Form of Development Security
SPECIMEN FORM OF DEVELOPMENT SECURITY*
FORM OF DEMAND GUARANTEE UNDER URDG 758

[TO BE ISSUED ON GUARANTOR (A BANK LICENSED TO CONDUCT BUSINESS
IN THE STATE OF QATAR) LETTERHEAD OR SWIFT IDENTIFIER CODE]
TO: Public Works Authority, Al-Faisal Tower 1, West Bay, Doha, P.O. Box 22188
DATE: <Insert date of issue>
1. TYPE OF GUARANTEE: <Specify Tender Guarantee, Advance Payment Guarantee,

Performance Guarantee, Retention Guarantee, Framework Guarantee, Material Guarantee
etc.>
2. GUARANTEE NO: <Guarantor to insert guarantee reference number>
3. THE GUARANTOR: <Guarantor to insert name and address of place of issue, unless
indicated in the addressee field above>
4. THE APPLICANT: <Tenderer to insert name, Commercial Registration/Commercial

License number and address>
5. THE BENEFICIARY: Public Works Authority, Al-Faisal Tower 1, West Bay, Doha. P.O. Box
22188, State of Qatar (the “Authority”).
6. THE UNDERLYING RELATIONSHIP: The Applicant’s obligation in respect of <Insert

Project Title and Project ID, Tender No. or Contract No.>
7. GUARANTEE AMOUNT AND CURRENCY: QAR <Insert the guaranteed amount in

numbers> (Qatari Riyals <Insert the guaranteed amount in words>
8. ANY DOCUMENT REQUIRED IN SUPPORT OF THE DEMAND FOR PAYMENT,

APART FROM THE SUPPORTING STATEMENT:
None
9. LANGUAGE OF ANY REQUIRED DOCUMENTS: Any notice or demand given or made

by the Authority (the “Beneficiary”) or the Guarantor relating to this Guarantee shall be in
Arabic (may be translated to English)
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EXECUTION VERSION
10. FORM OF PRESENTATION: <Insert paper or electronic form. If paper, indicate mode of
delivery. If electronic, indicate, the format, the system for data delivery and the electronic
address for presentation >
11. PLACE OF PRESENTATION: <Guarantor to insert address of branch where a paper

presentation is to be made or, in the case of an electronic presentation, an electronic address
such as the Guarantor’s SWIFT address. If no Place of presentation is indicated in this field,
the Guarantor’s place of issue indicated above shall be the Place for presentation >
12. EXPIRY OF GUARANTEE: <Insert expiry date determined in accordance with clause 7
of the Agreement>
13. THE PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES: The Applicant
As Guarantor, we hereby irrevocably undertake to pay the Beneficiary regardless of any

objection whatsoever. any amount up to the Guarantee Amount upon presentation of the
Beneficiary's complying demand, in the form of presentation indicated above, supported by
such other documents as may be listed above and in any event by the Beneficiary's statement,
whether in the demand itself or in a separate signed document accompanying or identifying
the demand, indicating in what respect the Applicant is in breach of its obligations under the
Underlying Relationship.
Any demand under this Guarantee must be received by us on or before Expiry of Guarantee
at the Place for presentation indicated above.
This Guarantee is subject to the Uniform Rules for Demand Guarantees (URDG)
2010 revision. ICC Publication No. 758.
Article 5 of the URDG 758 states the following:
A guarantee is by its nature independent of the underlying relationship and the application,
and the guarantor is in no way concerned with or bound by such relationship. A reference in
the guarantee to the underlying relationship for the purpose of identifying it does not change
the independent nature of the guarantee. The undertaking of a guarantor to pay under the
guarantee is not subject to claims or defences arising from any relationship other than a
relationship between the guarantor and the beneficiary as described in the form of the
guarantee.
SIGNED for and on behalf
of the Guarantor
_________________________________
<Insert name and position of signatory>
* NOTE: This Specimen Form is provided in two versions i.e. in Arabic and English language. The Project Company shall choose
to submit the guarantees in either version.
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EXECUTION VERSION
SCHEDULE 19
Documents to be Delivered after the Effective Date
No. Document Name

1 Design management plan
2 Detailed project report
3 Construction plan
4 Construction programme
5 Contingency plan for construction period
6 Quality management plan-Construction (including certification of the QMS)
7 Environmental Management Plan (including certification of the EMS)
8 Health and safety management plan - Construction (including certification of the Health and
Safety Management Plan)
9 Traffic management plan - construction
10 HAZOP and CHAZOP Study Reports
11 Construction drawings
12 Bulk service Agreement (BSA)
13 Consultancy service agreement CSA
14 As built drawings and as built drawings register
15 Inspection and testing plan
16 Construction reports
17 Progress meeting minutes
18 Visual records of the works progress
19 Acceptance testing reports – construction
20 Availability testing reports - construction
21 Availability testing plan - services

22 Operation & Maintenance Plan- Services
23 Asset Management Plan – Services
24 Asset Register – services
25 Disposal Management Plan - Services
26 Odour Management Plan – Services
27 Operation & Maintenance Requirements and Manual – Services
28 Scheduled Maintenance Programme – Services
29 Capital Maintenance Programme – Services
30 Contingency Plan – Services
31 Staffing Plan Services
32 Quality Management Plan - Services (including certification of the Quality Management System)
– Services
33 Environmental Management Plan – Services (including certification of the Environmental
Management System and OEMP) - Services
34 Health & Safety Management Plan - Services (including certification of the H&S Management
System) – Services
35 Traffic Management Plan – Services - Services
36 Public Health Declarations & register – Services
37 Procedure for Medical Safeguards – Services
38 Handback Transition Plan – Services
39 GOPR Adherence Reports – Services
40 Results of each planned and unplanned inspection, calibration, or test of the Monitoring Device-
Services
41 Results of on-line and periodic tests as per Metering Monitoring Systems – Services
42 Handback Testing Report - Services
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EXECUTION VERSION
SCHEDULE 20
Form of Direct Agreement
Page 247
EXECUTION VERSION
THIS DIRECT AGREEMENT is entered into on _____________ 2022
Between:
(1) The Public Works Authority “Ashghal”, a representative body of the Government of the
State of Qatar (hereinafter referred to as “Ashghal”);
(2) [●], a [insert corporate form] company organised under the laws of the State of Qatar with
commercial registration number [●] and registered address at [●] (the “Project Company”);
and
(3) [Name of Bank], a bank organised and existing under the laws of [insert jurisdiction] with
registered address at [●], as agent for and on behalf of the Financing Parties (the “Agent”),
(Ashghal, the Project Company or the Agent being sometimes hereinafter referred to individually as a
“Party” and collectively as the “Parties”).
Whereas:
(A) Ashghal and the Project Company have entered into the PPPA in relation to the Project.
(B) In order to facilitate the Project Company raising finance from the Financing Parties in
connection with the Project, Ashghal has consented to enter into this Direct Agreement with
the Project Company and the Agent on behalf of the Financing Parties, which sets forth certain
rights and obligations of Ashghal, the Project Company and the Financing Parties.
It is agreed as follows:
1. Definitions and Interpretation

1.1 Definitions
Subject to Clause 1.2, in this Direct Agreement:
“Additional Obligor” means any of (a) the Agent, (b) any receiver, administrator, manager,
custodian or other similar person appointed pursuant to the Assignment Agreement, or (c) a
Project Company which (i) is controlled or appointed by any of the Financing Parties, (ii) is
authorised to carry on business in Qatar, and (iii) has been approved by Ashghal in writing (such
approval not to be unreasonably withheld where the relevant third party is able to demonstrate
to the satisfaction of Ashghal that it has the legal capacity and authority and the technical and
financial resources available to it to enable it to enter into, assume and perform the obligations
of the Project Company under the PPPA);
“Assignment Agreement” means the assignment agreement entered into on or around the
date hereof between the Project Company and the Agent;
“Confidential Information” has the meaning given to it in Clause 9.1;
“Default Notice” has the meaning given to it in Clause 2.1(b);
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EXECUTION VERSION
“Direct Agreement” means this direct agreement (as may from time to time be amended,
novated, supplemented or varied);
“Dispute” has the meaning given to it in Clause 12.1;
“Effective Date” has the meaning given to it in Clause 6.2;
“Enforcement Action” means:
(a) the taking of any steps to wind up the Project Company; or
(b) the taking of any steps to appoint a liquidator, receiver, administrator, custodian or
other similar person of the Project Company or any material part of its undertakings or
assets; or
(c) the taking of any steps to terminate, cancel, repudiate, or to accept as repudiated the
PPPA; or
(d) the taking of any steps to suspend performance of any material obligation of Ashghal
under the PPPA;
“Enforcement Action Notice” has the meaning given to it in Clause 2.2(d)(i);
“Equity Financing Documents” means any financing document relating to an Equity Bridge
Loan including (a) any interest rate hedging relating thereto; and (b) any guarantee or letter of
credit supporting the Project Company's or the Shareholders' obligations thereunder;
“Event of Default” shall mean an event of default under the Financing Documents;
“Financing Documents” means, other than any Equity Financing Document, any and all
loan agreements, letters of credit used to fund the debt service reserve account, notes, bonds,
indentures, security agreements, direct agreements, assignments and acknowledgements,
registration or disclosure statements, subordination agreements, mortgages, deeds of trust,
credit agreements, intercreditor agreements, note or bond purchase agreements, hedging
agreements, participation agreements, Islamic finance documents (including any agreements
relating to a wakala, ijara, istisna, services agency agreement, forward lease, asset agency or
participation agreements) and other documents entered into by the Project Company relating
to the financing of the Project and the refinancing thereof provided by any Financing Party,
including any modifications, supplements, extensions, renewals and replacements of any such
financing or refinancing;
“Financing Party” means any person providing debt, letters of credit used to fund the debt
service reserve account, Islamic finance, hedging facilities, bond or capital market financing or
refinancing (including any export credit loans) under the Financing Documents, and their
permitted successors and assigns, including any agent or trustee for such person, but excluding
a Shareholder or its Affiliate with respect to indebtedness constituting Equity or Shareholder
Loans and the lenders in respect of an Equity Financing Document (and Financing Parties shall
be construed accordingly);
“Novation Notice” has the meaning given to it in Clause 6.1;
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EXECUTION VERSION
“Revival Date” has the meaning given to it in Clause 7;
“Rules” has the meaning given to it in Clause 12.2(a);
“Qatar” means the State of Qatar;
“PPPA” means the Public Private Partnership Agreement dated [●], between Ashghal and the
Project Company (as may from time to time be amended, novated, supplemented or varied);
“Step in Date” means, the date on which the Agent gives the relevant Step in Notice;
“Step in Notice” means a notice from the Agent to Ashghal stating that an Additional Obligor
is to become a party to the PPPA on and from the Step in Date;
“Step in Period” means the period from and including the Step in Date to and including the
earlier of the:
(a) Step out Date;
(b) Effective Date; and
(c) date falling thirty six (36) months from the Step in Date;
“Step out Date” has the meaning given to it in Clause 5.5;
“Step out Notice” has the meaning given to it in Clause 5.5;
“Substitute” means any third party which is authorised to carry on business in Qatar and
which has been approved by Ashghal in writing (such approval not to be unreasonably withheld
where the relevant third party is able to demonstrate to the satisfaction of Ashghal that it has
the legal capacity and authority and the technical and financial resources available to it to enable
it to enter into, assume and perform the obligations of the Project Company under the PPPA);
“Suspension Period” means the applicable period described in Clause 3.1;
“Transfer Certificate” has the meaning given to it in Clause 6.2; and
“Tribunal” has the meaning given to it in Clause 12.2(b).
1.2 Incorporation of Definitions

Words and phrases defined and construed in the PPPA shall have the same meaning and
construction in this Direct Agreement unless expressly modified pursuant to the terms hereof,
in which event such modified meaning shall prevail.
1.3 Conflict
In the event of any conflict between any provision of this Direct Agreement and any provision
of the PPPA, the provisions of this Direct Agreement shall prevail.
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EXECUTION VERSION
2. Assignment
2.1 Notice of Assignment
The Project Company hereby gives notice to Ashghal that:
(a) pursuant to the Assignment Agreement, the Project Company has assigned by way of
security to the Agent all of its rights, title and interest in and to and the benefit of the
PPPA;
(b) pursuant to the Assignment Agreement, the Agent has agreed that, until such time as
it has notified Ashghal in writing that an Event of Default has occurred and is
continuing unremedied (a “Default Notice”), the Project Company may exercise all
of its rights and powers under the PPPA;
(c) Ashghal is hereby authorised and instructed to make all payments due or which may
become due from Ashghal under or arising from the PPPA to:
(i) the account designated “Onshore Operating Account” (with account number to
be notified) at [●] (for QAR denominated payments); or
(ii) the account designated “Offshore Operating Account” (account number [insert
no.]) at [insert branch and bank] (for USD denominated payments); or
(iii) to such other account as the Agent may from time to time direct by notice to
Ashghal, and the Project Company irrevocably agrees that, where the Agent so
specifies payment to a different account, the account so specified shall be
accepted by the Project Company as the appropriate account for payment and
any sums paid to such account shall be treated as sums paid in accordance with
the PPPA; and
(d) the authority and instruction contained in Clause 2.1(c) above cannot be revoked or
varied without the prior written consent of the Agent, and Ashghal shall make all
payments due or which may become due from Ashghal under or arising from the PPPA
in accordance with such authority and instruction and payments so made shall pro
tanto satisfy any and all obligations of Ashghal under the PPPA in respect of such
payments.
2.2 Acknowledgement of Assignment

By execution of this Direct Agreement, Ashghal hereby:
(a) acknowledges receipt of the notice of the assignment under the Assignment Agreement
provided by the Project Company pursuant to Clause 2.1 and confirms that:
(i) it has not received any other notice relating to the Project Company’s rights,
title and interest in and to or benefit of the PPPA; and
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(ii) it has not received any notice of, nor has it consented to, any previous
assignment, transfer or other lien by the Project Company of all or any part of
its rights, title or interest in and to or benefit of the PPPA;
(b) agrees that it will not consent to any further assignment, transfer or lien by the Project
Company under the PPPA;
(c) consents to the entry into and creation of the assignment under the Assignment
Agreement;
(d) undertakes:
(i) to notify the Agent of its intention to take any Enforcement Action, specifying
the events or circumstances entitling it to do so (an “Enforcement Action
Notice”) including, without limitation, its intention to terminate the PPPA
pursuant to clauses 17.5 and 17.6 thereof;
(ii) following receipt of a Default Notice pursuant to Clause 2.1(b) or the issue of an
Enforcement Action Notice pursuant to Clause 2.2(i), to accept as valid any
notices or demands given or made by the Agent under, and in accordance with
the terms of, the PPPA in place of the Project Company;
(iii) following receipt of a Default Notice pursuant to Clause 2.1(b) or the issue of an
Enforcement Action Notice pursuant to Clause 2.2(i), to accept performance of
any of the obligations of the Project Company under, and in accordance with
the terms of, the PPPA by the Additional Obligor as performance by the Project
Company; and
(iv) to pay any amount due from Ashghal to the Project Company under the PPPA
in accordance with the provisions of Clause 2.1(b);
(e) save for all rights of set off and counterclaim expressly provided for in the PPPA or
arising mandatorily by operation of law, waives all rights of set off or counterclaim
which Ashghal may have against the Project Company in respect of any payments due
by Ashghal under the PPPA and agrees to make all such payments free and clear of, and
without any deduction for or on account of, any such set off or counterclaim;
(f) save as provided in this Direct Agreement in respect of the Agent, agrees and accepts
that none of the Financing Parties or their agents or representatives shall have any
obligations (whether in place of the Project Company or otherwise) under the PPPA;
(g) agrees not to make or agree to any material amendment to the PPPA without the prior
consent of the Agent (such consent not to be unreasonably withheld or delayed); and
(h) warrants that the PPPA has not been amended or varied since the date of its execution.
2.3 Subordination
(a) Ashghal and the Project Company each agrees that, subject to Clauses 2.2(e) and 2.3(b),
following (A) the occurrence of any of the events set out in clauses 17.3(h), 17.3(i) 17.3(j),
17.3(k) or 17.3(l) of the PPPA, or (B) the termination of the PPPA by Ashghal following
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a Project Company Event of Default until the earlier of (I) the date on which the Senior
Debt has been discharged in full and no Financing Party has any further commitment
or obligation to the Project Company under the Financing Documents, and (II) the
payment by Ashghal of Value A pursuant to clauses 17.5(e)(i) or 17.5(e)(ii) of the PPPA:
(i) the claims of Ashghal in respect of amounts payable to Ashghal by the Project
Company under the PPPA shall be postponed to the claims of the Financing
Parties in respect of amounts payable by the Project Company under the
Financing Documents;
(ii) the Project Company shall not make payment of any such postponed claims to
Ashghal;
(iii) Ashghal shall not make any demand or claim for or take any proceedings to
recover such postponed claims from the Project Company; and
(iv) if Ashghal receives or recovers any amount in respect of such postponed claims
from the Project Company or from any person distributing the assets of the
Project Company on a winding up or liquidation or similar insolvency process
or proceeding contrary to the provisions of paragraphs (i) or (ii) above it shall
pay such amounts to the Agent and pending such payment shall hold such
amount to the order of the Agent.
(b) The Parties hereto agree that the subordination effected pursuant to Clause 2.3(a) shall
cease to apply upon and from the date on which the Financing Parties (or an agent or
trustee on their behalf) have been granted a valid first priority security interest over all
the Project Company’s right, title and interest in and to all assets of the Project
Company within Qatar which is reasonably equivalent to the security interests
customarily obtained by international lenders for the purposes of the project financing
of independent power projects or independent sewage treatment projects of a
comparable size outside Qatar.
3. Suspension
3.1 Suspension Period
Following:
(a) service by Ashghal on the Agent of an Enforcement Action Notice pursuant to Clause
2.2(d)(i); or
(b) service by the Agent on Ashghal of a Default Notice pursuant to Clause 2.1(b),
Ashghal undertakes that, subject to Clause 7, it shall not take any Enforcement Action until the
expiry of a period of ninety (90) days after the date on which the relevant Enforcement Action
Notice or Default Notice as the case may be, was served (the “Suspension Period”).
3.2 Enforcement Action

Ashghal undertakes:
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(a) not to take any Enforcement Action in relation to any relevant event or circumstance
or breach or default at the end of the Suspension Period relating thereto:
(i) if such event or circumstance no longer subsists; or
(ii) if in respect of any breach or default under the PPPA, such breach or default
has been remedied; provided that where such breach or default is a failure to
achieve or a failure to demonstrate an ability to achieve the Project Commercial
Operation Date by the relevant Long Stop Date, then such breach or default
shall be deemed to have been remedied if the Project Commercial Operation
Date or Expansion Commercial Operation Date (as applicable) has occurred by
the end of the Suspension Period; or
(iii) if in relation to a default under clause 17.3(l) of the PPPA, the Financing Parties
(acting through the Agent) can reasonably demonstrate that (A) such default is
in the process of being cured through the unwinding of any share transfer that
led to the default in the first place, or (B) alternative equity shareholding
structures are in the process of being put into place and which should be
reasonably acceptable to Ashghal, provided that the preceding portion of this
paragraph (iii) will no longer apply (and Ashghal will be permitted to take
Enforcement Action) if neither of the solutions set out under (A) or (B) have
been fully completed within ninety (90) days of the end of the relevant
Suspension Period; or
(iv) subject as provided in Clauses 5.3 and 6.2, if there has been a Step in Notice
and no Step out Notice or there has been a Novation Notice,
and in each such case, any damages due and payable to Ashghal resulting from such
event or circumstance or breach or default, as the case may be, and notified in
accordance with Clause 4.1 have been paid or a bank guarantee or other assurance of
payment satisfactory to Ashghal, acting reasonably, has been provided in respect of any
damages which may become due and payable in respect of such breach or default; and
(b) to continue to comply with all its obligations under the PPPA during any Suspension
Period.
4. Outstanding Obligations
4.1 Statement of Outstanding Obligations
(a) Within thirty (30) days after the date of receipt by the Agent of an Enforcement Action
Notice or the service by the Agent of a Default Notice or a Novation Notice, Ashghal
shall deliver to the Agent details of:
(i) all amounts that, so far as Ashghal is aware, are due and payable to Ashghal
under or pursuant to the PPPA as at the date of the Enforcement Action Notice,
Default Notice or the Novation Notice (as applicable) but remaining unpaid on
the relevant date;
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(ii) all amounts that, so far as Ashghal is aware, are to become due and payable to
Ashghal under or pursuant to the PPPA during the remainder of the Suspension
Period or from the date of the Novation Notice until the relevant Effective Date
(as applicable); and
(iii) all outstanding claims by Ashghal of which it is aware under or pursuant to the
PPPA against the Project Company whether arising out of or in connection with
any breach or default or otherwise specifying:
(A) the provisions of the PPPA under or pursuant to which such claim
arises;
(B) such information as is available to Ashghal in relation to the acts or

omissions of the Project Company giving rise to such claim;
(C) in respect of any breach or default, the steps which Ashghal considers
are required to remedy such breach or default and the time which
might reasonably be required to take such steps; and
(D) the amount of any monetary claim and the basis of calculation thereof.
(b) During such thirty (30) day period, and without prejudice to the terms of Clause 4.2,
Ashghal shall co operate with the Agent with a view to assessing whether there are any
amounts or claims that have not been included in the details provided to the Agent
under this Clause 4.1 so that the Agent is better able to evaluate the potential amounts
and claims that the Additional Obligor or Substitute will assume following the relevant
Step in Date or Effective Date, as the case may be.
4.2 Conclusive Evidence
Without prejudice to the rights of Ashghal to pursue any claims against the Project Company
following the Revival Date (if any), no Additional Obligor or Substitute shall be liable to Ashghal
in respect of any claims by Ashghal arising before the Step in Date or the Effective Date, as the
case may be, which were not disclosed by Ashghal pursuant to Clause 4.1.
4.3 Overpayment
If the Agent or any Additional Obligor pays to Ashghal an amount which Ashghal is not entitled
to receive under the PPPA, Ashghal undertakes to repay such excess amount to the Agent within
thirty (30) days of receiving a written demand therefor.
5. Step in and Step out

5.1 Step in Notice
At any time during any Suspension Period, the Agent may deliver a Step in Notice to Ashghal.
5.2 Rights and Obligations of Additional Obligor

On and from the Step in Date:
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(a) the Additional Obligor shall become a party to the PPPA with all of the rights of the
Project Company thereunder and, save as provided in Clause 4.2, the Additional
Obligor shall be jointly and severally liable with the Project Company for all of its
obligations thereunder whether arising before, on or after the Step in Date; and
(b) as between the Project Company, Ashghal and the Additional Obligor, only the
of the Project Company under the PPPA and Ashghal shall be discharged of its
obligations under the PPPA only to the extent that such obligations are performed in
favour of the Additional Obligor.
5.3 Enforcement Action During Step in Period

Without prejudice to Clause 3.1, during the Step in Period, Ashghal shall not take any
Enforcement Action in respect of events or circumstances arising:
(a) before the Step in Date; or
(b) to the extent the events or circumstances are the same or substantially the same as the
events or circumstances contemplated by the Event of Default giving rise to a Default
Notice, after the Step in Date,
unless:
(i) any amount due and payable by the Project Company (which is not being
disputed in good faith) which was disclosed by Ashghal pursuant to Clause 4.1
is not paid within thirty (30) days after the Step in Date;
(ii) where such breach or default is capable of remedy or cure, it is not remedied or
cured as soon as reasonably practicable after the Step in Date; or
(iii) where such breach or default is not capable of remedy or cure, and without
prejudice to the terms of Clause 5.2, the effect of such breach or default has not
been mitigated to the reasonable satisfaction of Ashghal as soon as reasonably
practicable after the Step in Date.
5.4 No Termination Event

The appointment of an Additional Obligor in accordance with the terms and conditions of this
Clause 5, subject to the terms of Clause 7, shall not constitute a termination event in accordance
with clause 17.3(i) of the PPPA.
5.5 Step out Date

The Additional Obligor may, at any time during the Step in Period, give Ashghal notice
terminating the Additional Obligor’s obligations and rights under the PPPA (the “Step out
Notice”) as and from a date falling not earlier than thirty (30) days after the date of the Step
out Notice (the “Step out Date”), provided that, other than where such obligations have been
assumed by a Substitute, the Additional Obligor may not so terminate its obligations under the
PPPA, and the Step out Date shall not occur, unless and until the Additional Obligor has
discharged all of its obligations under the PPPA that are existing or outstanding as at the Step
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out Date which have arisen due to the actions or inactions of the Additional Obligor occurring
on or after the Step in Date
5.6 Release
On and from the earlier of the Step out Date and the Effective Date, the Additional Obligor shall:
(a) be released from all obligations to Ashghal under the PPPA; and
(b) not be entitled to exercise any rights under the PPPA.
6. Novation
6.1 Proposal for Novation
At any time:
(a) during any Suspension Period; or
(b) during a Step in Period,
the Agent may give notice (a “Novation Notice”) to Ashghal that the Substitute shall assume
the obligations of the Project Company under the PPPA and specifying the date on which such
assumption is to be effected.
6.2 Novation
The novation contemplated in the Novation Notice shall be effected by the delivery to Ashghal
of a duly completed and duly executed certificate substantially in the form of Schedule 1 (the
“Transfer Certificate”), in which event, subject to Clause 6.3, on the first Business Day (as
defined in the PPPA) after the date of delivery of such Transfer Certificate to Ashghal (the
“Effective Date”):
(a) the Project Company and Ashghal shall each be released from further obligations to the
other under the PPPA and their respective rights against each other shall be cancelled
(such rights and obligations being referred to in this Clause 6.2 as discharged rights
and obligations);
(b) Ashghal and the Substitute shall each assume obligations towards each other and/or
acquire rights (which shall include the rights and obligations of the Project Company
which arose prior to the Effective Date) against each other which differ from such
discharged rights and obligations only insofar as Ashghal and the Substitute have
assumed and/or acquired the same in place of Ashghal and the Project Company; and
(c) Ashghal shall not take any Enforcement Action in respect of events or circumstances
arising:
(i) before the Effective Date; or
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(ii) to the extent the events or circumstances are the same or substantially the same
as the events or circumstances contemplated by the Event of Default giving rise
to a Default Notice, after the Effective Date,
unless:
(A) any amount due and payable by the Project Company (which is not
being disputed in good faith) at the Effective Date is not paid within
thirty (30) days after the Effective Date;
(B) where such breach or default is capable of remedy or cure, it is not

remedied or cured as soon as reasonably practicable after the
Effective Date; or
(C) where such breach or default is not capable of remedy or cure, and
without prejudice to the terms of paragraph (b) above, the effect of
such breach or default has not been mitigated to the reasonable
satisfaction of Ashghal as soon as reasonably practicable after the
Effective Date.
6.3 No Effect
On or before any Effective Date, the Substitute shall pay to Ashghal all outstanding amounts
and/or outstanding claims notified by Ashghal pursuant to Clause 4. If no such payment is
made on or before the relevant Effective Date, such Effective Date shall, notwithstanding any
other provision of this Direct Agreement, be postponed until, and shall be deemed to occur on,
the date on which the Substitute makes such payment.
7. Revival of Remedies
If an Enforcement Action Notice or a Default Notice has been given and:
(a) neither a Step in Notice nor a Novation Notice has been given prior to the expiry of the
Suspension Period relating to that Enforcement Action Notice or Default Notice, as the
case may be; or
(b) the Step in Date has occurred and a Step out Date occurs prior to or upon the expiry of
the Suspension Period relating to that Enforcement Action Notice or Default Notice, as
the case may be; or
(c) the Step in Date has occurred, but no Novation Notice has been given prior to the date
falling thirty six (36) months from the Step in Date relating to that Enforcement Action
Notice or Default Notice, as the case may be,
then Ashghal, in the case of Clause 7(a), on and after the expiry of the Suspension Period; in the
case of Clause 7(b), on and after the Step out Date; and in the case of Clause 7(c), upon the
expiration of the referenced thirty six (36) month period, (each of the foregoing, the Revival
Date) shall be entitled to:
(i) act upon any and all grounds for termination in respect of breaches or defaults
not remedied or waived available to it in relation to the PPPA;
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EXECUTION VERSION
(ii) pursue any and all claims and exercise any and all remedies against the Project
Company; and
(iii) take any other Enforcement Action.
8. Notices
8.1 In Writing
Any notice to be served pursuant to the provisions of this Direct Agreement shall be (a) made
in the English language, (b) made in writing, and (c) delivered personally (by hand delivery or
courier) to the address of another Party as shown below or to such other address as another
Party shall by notice require or sent by facsimile transmission (with receipt of transmission
confirmation) to the facsimile number of another Party which is shown below or to such other
facsimile number as a Party shall by notice require. Any notice or other communication made
by one Party to the other Party in accordance with the foregoing provisions of this Clause 8.1
shall be deemed received by the other Party, if delivered by hand or by courier, on the day on
which it is left at that Party’s address, or, if sent by facsimile transmission, on the next Business
Day following the day on which it is sent to that Party’s address.
8.2 Address for Service

The address for service of notices shall be as set out below or such other address as the Party on
whom the notice is to be served has notified in writing to the Party serving the notice.
ASHGHAL
Address: Public Works Authority “Ashghal”

Al-Faisal Tower 1
West Bay, Doha
P.O. Box 22188
State of Qatar
Attention: President
Fax: +974 4495 0900
Project Company [●]

[●]
[●]
[●]
State of Qatar
Attention: [insert title]
Fax: [insert fax number]
Agent
Address: [●]
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EXECUTION VERSION
Attention: [●]
Fax: [●]
9. Confidentiality
9.1 Confidential Information
Subject to Clause 9.2, each Party shall, at all times during and after the continuance of this
Direct Agreement, hold confidential and not disclose to any third party and use only for the
purposes of the Project and this Direct Agreement all confidential information, reports or
documents relating to the Project received by it pursuant to, or in the course of the negotiations
leading to, this Direct Agreement (Confidential Information).
9.2 Permitted Disclosure

A Party shall be permitted to disclose Confidential Information:
(a) to its auditors or other professional advisers;
(b) if required to do so by law or if required in connection with any legal proceedings; and
(c) to each of the Financing Parties (or any prospective lenders) and their respective
professional advisers subject to the relevant Party obtaining from the recipient of such
Confidential Information an undertaking substantially in the terms of Clause 9.1.
9.3 Exceptions
Nothing in this Clause 9 shall apply to any information, reports or documents which shall have
come into the public domain (otherwise than in consequence of a breach of Clause 9.1). Nor
shall Clause 9.1 apply to any information, report or document received in good faith by a Party
otherwise than from any of the Parties or a person acting on a Party’s behalf.
10. Miscellaneous
10.1 New Direct Agreement
Ashghal shall, at the request of the Agent, enter into an agreement on substantially the same
terms as this Direct Agreement with the agent or trustee of any party providing financing to any
Substitute or Additional Obligor.
10.2 Ashghal Liabilities

Except as expressly provided in this Direct Agreement, nothing:
(a) in this Direct Agreement or in the arrangements contemplated thereby; or
(b) arising as a result of the exercise by the Agent, the Financing Parties, any Additional
Obligor and/or any Substitute of any rights given to any such party under or pursuant
to this Direct Agreement,
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EXECUTION VERSION
shall in any way:
(i) affect any limitation or exclusion of Ashghal’s liability to the Project Company
under the PPPA, which exclusions and limitations of liability are hereby
incorporated into this Direct Agreement (mutatis mutandis);
(ii) increase the total amount of any liability Ashghal may have (whether to the
Project Company, the Agent (for itself, or as agent for and on behalf of the
Financing Parties), any Additional Obligor and/or any Substitute) above the
amount of any liability it may have to the Project Company under the PPPA; or
(iii) make Ashghal liable to the Project Company, the Agent, the Financing Parties,
any Additional Obligor and/or any Substitute to any greater extent or for any
longer duration than Ashghal would have been liable to the Project Company
under the PPPA.
10.3 No Assignment
(a) Subject to clause (b), no Party shall assign or transfer any part of its respective rights
or obligations under this Direct Agreement without the written consent of the other
Parties.
(b) Subject to the terms of the Financing Documents, the Agent may assign or transfer any
part of its respective rights or obligations under this Direct Agreement without the
written consent of the other Parties.
10.4 No Waiver
The failure of a Party to enforce an obligation or to exercise any right under this Direct
Agreement shall not be considered to be a waiver save when the same has been expressly waived
in writing. Any written waiver at any time by a Party of its rights with respect to the non
compliance of the other Party with its obligations under this Direct Agreement or with respect
to any other matter arising in connection with this Direct Agreement shall not be deemed a
waiver with respect to any subsequent non compliance or other matter. Except as expressly
provided in this Direct Agreement, any delay in asserting or enforcing any right hereunder shall
not be deemed a waiver of such right. The rights and remedies under this Direct Agreement
may be exercised as often as necessary and are cumulative and not exclusive of any rights or
remedies provided by law.
10.5 Continuing Nature of Obligations

This Direct Agreement shall remain in full force and effect until the date on which all liabilities
and obligations of the Project Company under the Financing Documents are discharged in full.
10.6 Benefit
The benefit of this Direct Agreement (including the warranties and undertakings and any sum
received by the Agent pursuant to this Direct Agreement) shall be held by the Agent for the
benefit of the Financing Parties.
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10.7 Entire Agreement

The terms and provisions contained in this Direct Agreement constitute the entire agreement
between Ashghal, the Agent and the Financing Parties on the matters addressed herein, and
supersede all previous communications, representations or agreements, either verbal or written,
between the Parties with respect to the subject matter hereof.
10.8 Amendments
No modification of this Direct Agreement shall be valid unless it is in writing and signed by the
Parties.
10.9 Counterparts
This Direct Agreement may be executed in any number of counterparts, all of which when taken
together shall constitute one and the same instrument.
10.10 Termination of No Effect

The Parties agree that any purported termination of the PPPA by Ashghal in breach of the
provisions of this Direct Agreement shall be void and of no effect.
11. Governing Law

This Direct Agreement shall be governed by and construed in accordance with the laws of the
State of Qatar.
12. Dispute Resolution

12.1 Negotiation
Ashghal and the Agent agree to attempt to resolve any dispute, controversy, difference or claim
(Dispute) between them in connection with this Direct Agreement promptly, amicably, and in
good faith. If any Dispute is not resolved between within thirty (30) Days from the date on
which it arises, then such Dispute shall be settled exclusively and finally by arbitration in
accordance with this Clause 12.
12.2 Arbitration
(a) Each arbitration shall be conducted in Doha, Qatar pursuant to the Rules of the
International Chamber of Commerce (the “ICC Rules”) in force at the time the
arbitration commences.
(b) The arbitration shall be conducted by an arbitration tribunal (the “Tribunal”)

consisting of three (3) arbitrators. Subject to Clause 12.2(c), each Party shall appoint
one (1) arbitrator. The two (2) arbitrators so appointed shall, subject to Clause 12.2(c),
jointly appoint the third arbitrator who shall serve as the chairman of the Tribunal. If
a Party fails to appoint its arbitrator within a period of ten (10) Days after receiving
notice of the arbitration, or if the two (2) arbitrators appointed cannot agree upon the
third arbitrator within a period of thirty (30) Days after appointment of the second
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EXECUTION VERSION
arbitrator, then such arbitrator shall, subject to Clause 12.2(c), be appointed by the
President of the ICC International Court of Arbitration, or as otherwise agreed between
the Parties.
(c) Only persons with the appropriate experience shall be appointed as arbitrators. No
arbitrator shall be a present or former employee or agent of, or consultant or counsel
to, either Party or its Affiliates or any Competent Authority or a national of a state with
which the domicile of any Party does not maintain diplomatic relations.
(d) The language of arbitration shall be English. All documents or evidence presented at
such arbitration in a language other than English (by agreement) shall be accompanied
by a certified English translation. The arbitrators shall decide the Dispute by majority
of the Tribunal and shall state in writing the reasons for its decision. The award of the
Tribunal shall be final and binding on the Parties. The Tribunal shall have the right
and authority to grant injunctive, declaratory and other equitable relief.
(e) Each of Ashghal and the Agent undertakes to carry out without delay the provisions of
any arbitration award or decision, and each agrees that any such award or decision,
may be enforced by any court or tribunal having jurisdiction.
(f) Each of Ashghal and the Agent hereby agree to pay one half (½) of any advances on
costs required under the Rules or as otherwise requested by the Tribunal. The costs of
such arbitration shall be finally determined and allocated between the Ashghal and the
Agent by the Tribunal in its award.
(g) None of the Parties shall have the right to, nor shall they, commence or maintain any
legal proceedings concerning a Dispute relating to this Agreement, including
proceedings in Qatar, until the Dispute has been resolved in accordance with this
Clause 12 and then only to enforce or execute the award under such proceedings.
12.3 Obligations Continuing

This Direct Agreement and the rights and obligations of the Parties hereunder shall remain in
full force and effect pending the award of such arbitration proceeding. Unless otherwise agreed
in writing, the Parties shall continue to perform their respective obligations under this Direct
Agreement not the subject of the Dispute during the period of any proceedings in accordance
with this Clause 12.
13. Governing Language

The governing language of this Direct Agreement shall be the English language.
In witness whereof, the Parties, intending to be legally bound, have caused this Direct Agreement to
be executed by their duly authorised representatives and has been delivered on the date first written
above.
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Schedule 1
Form of Transfer Certificate

To: Public Works Authority “Ashghal”
Relating to the Public Private Partnership Agreement between the Public Works Authority “Ashghal”
and [insert name of the Project Company] (the “Project Company”) dated [●] (as may from time to
time be amended, supplemented or varied, the PPPA).
Terms defined in the Direct Agreement dated [●] between Ashghal, the Project Company and [insert
name of bank] (as agent for and on behalf of the Financing Parties, the “Agent”) (the “Direct
Agreement”) shall, subject to any contrary indication, have the same meaning herein.
1. The Agent requests that [insert name and details of the Substitute] (the “Substitute”) accepts
and procures the transfer to the Substitute of all of the rights, title and interest of and all of
the obligations of the Project Company under the PPPA and the Direct Agreement by
countersigning and delivering this Transfer Certificate to Ashghal at its address for the service
of notices specified in the Direct Agreement.
2. The Substitute hereby requests Ashghal to accept this Transfer Certificate as being delivered
to Ashghal pursuant to and for the purposes of Clause 6.2 of the Direct Agreement so as to
take effect in accordance with the terms thereof on the Effective Date or on such later date as
may be determined in accordance with the terms thereof.
3. The Substitute warrants that it is has received a copy of the PPPA together with such other
information as it has required in connection with this transaction and that it has not relied
and will not hereafter rely on the Agent to check or enquire on its behalf into the legality,
validity, effectiveness, adequacy, accuracy or completeness of any such information and
further agrees that it has not relied and will not rely on the Agent in relation to its entering
into this Transfer Certificate and the PPPA.
4. The Substitute hereby undertakes to Ashghal that it will perform, in accordance with the terms
thereof, all obligations of the Project Company which by the terms of the PPPA and the Direct
Agreement will be assumed by it after delivery of this Transfer Certificate to Ashghal.
5. The Agent makes no representation or warranty and assumes no responsibility with respect
to the legality, validity, effectiveness, adequacy or enforceability of the PPPA or any document
relating thereto and assumes no responsibility for the performance and observance by any
party of any of its obligations under the PPPA or any document relating thereto and any and
all such conditions and warranties whether expressed or implied by law or otherwise are
hereby excluded.
6. This Transfer Certificate and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Qatar.
Signed by Ashghal, the Substitute and the Agent
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Signatories
Executed by:
Public Works Authority “Ashghal”
______________________________
By: [●]
Name: [●]
Title: [●]
Witnessed:
______________________________
By: [●]
Name: [●]
Title: [●]
Executed by:
______________________________
By: [●]
Name: [●]
Title: [●]
Witnessed:
______________________________
By: [●]
Name: [●]
Title: [●]
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EXECUTION VERSION
Executed by:
[Insert Name of Bank]
______________________________
By: [●]
Name: [●]
Title: [●]
Witnessed:
______________________________
By: [●]
Name: [●]
Title: [●]
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EXECUTION VERSION
SCHEDULE 21
Form of Performance Security
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EXECUTION VERSION
SPECIMEN FORM OF PERFORMANCE SECURITY*
[TO BE ISSUED ON GUARANTOR (A BANK LICENSED TO CONDUCT BUSINESS IN THE STATE

OF QATAR) LETTERHEAD OR SWIFT IDENTIFIER CODE]
10. TYPE OF GUARANTEE: <Specify Tender Guarantee, Advance Payment Guarantee,

Performance Guarantee, Retention Guarantee, Framework Guarantee, Material Guarantee
etc.>
12. THE GUARANTOR: <Guarantor to insert name and address of place of issue, unless
indicated in the addressee field above>
13. THE APPLICANT: <Tenderer to insert name, Commercial Registration/Commercial

License number and address>
14. THE BENEFICIARY: Public Works Authority, Al-Faisal Tower 1, West Bay, Doha. P.O. Box
22188, State of Qatar (the "Authority").
15. THE UNDERLYING RELATIONSHIP: The Applicant's obligation in respect of <Insert

Project Title and Project ID, Tender No. or Contract No.>
16. GUARANTEE AMOUNT AND CURRENCY: QAR <Insert the guaranteed amount in
numbers> (Qatari Riyals <Insert the guaranteed amount in words>
17. ANY DOCUMENT REQUIRED IN SUPPORT OF THE DEMAND FOR PAYMENT,

APART FROM THE SUPPORTING STATEMENT:
None
18. LANGUAGE OF ANY REQUIRED DOCUMENTS: Any notice or demand given or made
by the Authority (the "Beneficiary") or the Guarantor relating to this Guarantee shall be in
Arabic (may be translated to English)
19. FORM OF PRESENTATION: <Insert paper or electronic form. If paper, indicate mode of
delivery. If electronic, indicate, the format, the system for data delivery and the electronic
address for presentation>
20. PLACE OF PRESENTATION: <Guarantor to insert address of branch where a paper

presentation is to be made or, in the case of an electronic presentation, an electronic address
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EXECUTION VERSION
such as the Guarantor's SWIFT address. If no Place of presentation is indicated in this field,
the Guarantor's place of issue indicated above shall be the Place for presentation>
21. EXPIRY OF GUARANTEE: <Insert expiry date as determined in accordance with clause
7 of the Agreement>
22. THE PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES: The Applicant
As Guarantor, we hereby irrevocably undertake to pay the Beneficiary regardless of any

objection whatsoever. any amount up to the Guarantee Amount upon presentation of the
Beneficiary's complying demand, in the form of presentation indicated above, supported by
such other documents as may be listed above and in any event by the Beneficiary's statement,
whether in the demand itself or in a separate signed document accompanying or identifying
the demand, indicating in what respect the Applicant is in breach of its obligations under the
Underlying Relationship.
Any demand under this Guarantee must be received by us on or before Expiry of Guarantee
at the Place for presentation indicated above.
This Guarantee is subject to the Uniform Rules for Demand Guarantees (URDG)
2010 revision. ICC Publication No. 758.
A guarantee is by its nature independent of the underlying relationship and the application,
and the guarantor is in no way concerned with or bound by such relationship. A reference in
the guarantee to the underlying relationship for the purpose of identifying it does not change
the independent nature of the guarantee. The undertaking of a guarantor to pay under the
guarantee is not subject to claims or defences arising from any relationship other than a
relationship between the guarantor and the beneficiary as described in the form of the
guarantee.

of the Guarantor
_________________________________
* NOTE: This Specimen Form is provided in two versions i.e. in Arabic and English language. The
Project Company shall choose to submit the guarantees in either version.
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SCHEDULE 22
Approvals
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PART 1: Project Company Approvals
• Building Permit DC1 & DC2 (Ministry of Municipality & Urban Planning)
• QCDD (Qatar Civil Defense Department) approval
• Ashghal Drainage approval
• Ashghal Roads approval
• CRA-Consortium (Communications Regulatory Authority/ Telecommunication) approval
• Kahramaa Water approval
• Kahramaa Electricity approval
• Qatar Armed Forces approval
• MOTC (Ministry of Transportation & communication) approval
• QNBN-UGN (Qatar National Board Network) approval
• Ashghal-Beautification approval
• Qatar Rail approval
• Qatar Petroleum (Qatar Energy) approval
• Ministry of Interior approval
• Environmental approval “Ministry of Environment”
• Bulk service agreement
• Consultancy service agreement
• Project Company registration
• Construction and Erection All Risks Insurance (CAR)
• All Risks Physical Damage Insurance (following Acts of Political Sabotage or Terrorism)
• Third Party General Insurance
• Marine Cargo Insurance
• All Risks Physical Damage Insurance
• All Risks Physical Damage Insurance (following Acts of Sabotage or Terrorism)
• Third Party Liability Insurance
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EXECUTION VERSION
• Automobile Liability Insurance
• Workmen's Compensation Insurance
• Operation and maintenance company registration
• Worker Compensation for O&M Team
• Automobile Insurance for O&M Company Owned Vehicles
PART 2: Ashghal Approvals
The following approvals shall constitute Ashghal Approvals for the purposes of Clause 4.2(g) of the
Agreement:
1. Submission of a preliminary bulk supply application to Kahramaa with indicative Project

electricity and water requirements. The Authority has completed this submission prior to the
Bid Submission Date.
For the avoidance of doubt, further interface and negotiations with Kahramaa will not be an
Ashghal Approval and the Project Company shall be responsible for these activities and
procurement of the Consulting Services Agreement and the Bulk Supply Agreement.
2. The Government Guarantee; provided that the Project Company shall not unreasonably
withhold, condition or delay its acceptance of the Government Guarantee in satisfaction of the
condition precedent set forth in paragraph 2(b)(i) of Schedule 13 (Conditions Precedent) to
the Agreement.
3. Preliminary approval from the Ministry of Municipality and Environment in respect of the
environmental permit applicable to the Project (Status: already provided).
Except as expressly stated in this Part 2 (Ashghal Approvals), all other Approvals shall remain a Project
Company responsibility in accordance with Clause 4.1(b) of the Agreement.
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SCHEDULE 23
EPC Term Sheet
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1. Parties The Project Company and the EPC Contractor chosen by the Project Company
to perform the EPC Works as defined below.
2. Definitions Definitions given in this term sheet shall have the same meanings as in the
Public Private Partnership Agreement (PPPA) between the State of Qatar
represented by the Public Works Authority “Ashghal” (Ashgal) and the
Project Company unless otherwise defined.
Clause references in this term sheet are to clauses in the PPPA.
3. Project The Contract relates to the engineering, procurement, construction, testing

and commissioning of the Project Assets (which for the avoidance of doubt
include the STW Facilities, the Shared Facilities and the Kahramaa Facilities)
in accordance with applicable Legal Requirements, Good Utility Practice and
the provisions of the PPPA, including its Schedules (the EPC Works)
4. The EPC Contractor – EPC Contractor assumes and shall perform all of the obligations of the Project
General Obligations Company under and comply with all the terms and conditions of the PPPA that
relate to the EPC Works.
5. Time for Completion The EPC Works construction programme shall begin on the Effective Date of
the PPPA, and shall ensure project completion by no later than one (1) month
before the Scheduled Commercial Operation Date.
6. The Contract Price The EPC Contract Price shall be QAR 2,179,829,656, which shall be payable to
the EPC Contractor for the engineering, procurement, construction, testing
and commissioning of the EPC Works and the remedying of any defects in
accordance with the provisions of the PPPA and the EPC Contract. The EPC
Contract Price may be adjusted in the event that any variations are approved
in accordance with the PPPA.
7. Payment EPC Contract Payments shall be made to the EPC Contractor for the carrying
out of the EPC Works. The EPC Contract Payments shall be paid by the Project
Company in accordance with the EPC Contract. The payment procedures
established in the EPC Contract shall be such so as to ensure timely payment
and prevent cash flow difficulties from affecting the progress of the EPC
Works.
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EXECUTION VERSION
8. Access to and The EPC Contractor shall assume all of Project Company’s risks and
Possession of the Site obligations in relation to, amongst others, access, ground conditions,
contamination and the discovery of fossils and antiques in relation with the
Unforeseeable Sub-
EPC Works.
Surface Conditions
Protection of the
Environment
Fossils
9. Indemnity Indemnities from EPC Contractor in favor of the Project Company will be those
typically found in EPC contracts for limited recourse, project-financed
transactions and must cover, as a minimum, the Project Company’s liabilities
under the equivalent indemnities in the PPPA.
EPC Contractor will receive the benefit of cross indemnities from the Project
Company in the same form as those given by Ashghal under the PPPA.
10. The EPC Contractor – Typical EPC Contractor warranties, including, but not limited to:
General Warranties
(a) carrying out the EPC Works diligently, without delay and in accordance
with the Project Implementation Schedule;
(b) having the required skills and capacity to perform the EPC Works in a
timely manner and professional manner; and
(c) that the EPC Works will be fit for purpose and in accordance with the
Contract, (and particularly with regard to the STW Facilities, that, once
complete, they shall be able to meet the Guaranteed Output
Performance Specifications).
11. Defects Liability Defects liability period to be no less than 400 days from the Commercial
Operation Date, as may be extended (the Warranty Period).
In the event any part of the EPC Works is replaced or repaired, the part so
replaced will be covered by the same warranty as the original part if replaced
prior to the Commercial Operation Date, and will also be covered by the same
warranty as the original part but with a new 400 day Warranty Period if
replaced after the Commercial Operation Date, as the case may be, but in no
event shall the Warranty Period end later than four (4) years after the
Commercial Operation Date.
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EXECUTION VERSION
12. Application for Interim The Project Company shall, at its option, (1) deduct a percentage from each
Payment Certificates payment or (2) require that the EPC Contractor provide a bond in the amount
of 10% of the value of the EPC Works to cover any defects which the EPC
Payment of Retention
Contractor has failed to correct.
Money
The EPC Contract shall contain acceptable provisions with regard to the
release of retention or a portion thereof at appropriate times, such as will
provide adequate coverage for the risks posed by defects which may arise
before or during the Warranty Period.
13. Performance Bond The EPC Contractor must deliver to the Project Company, and maintain
thereafter, on or before the Effective Date, an unconditional, on- demand bank
guarantee in the aggregate amount of 10% (ten percent) of the lump sum EPC
Contract Price, which shall be valid for the period commencing from the
Effective Date and ending on the end of the Warranty Period, in favor of the
Project Company, with terms matching the Development Security provided by
the Project Company to Ashghal under the PPPA.
In the event that the Project Company agrees to pay the EPC Contractor an
advance payment under the EPC Contract, the EPC Contractor shall provide
an unconditional, on-demand bank guarantee, valid for the period from the
date of payment of the advance payment until the date upon which the advance
payment is repaid in full but its amount may be progressively reduced by the
amount repaid by the EPC Contractor by way of deductions from the EPC
Progress Payments. If the term of the advance payment guarantee specifies an
expiry date, and the advance payment has not been repaid by the date 20
(twenty) Days prior to the expiry date, the EPC Contractor shall procure the
extension of the guarantee until the Advance Payment is repaid.
The performance securities must be issued to the Project Company as
beneficiary by an international bank acceptable to the Project Company and its
lenders and licensed to do business in the State of Qatar with a minimum
rating of A- (S&P, Fitch) / A3 (Moody’s).
14. Inspection The Project Company, the Project Engineer or Ashghal in accordance with the
PPPA will have the right to access the Project Site on reasonable notice and to
inspect and test all parts of the EPC Works and specify for rectification any
defects to be completed by the EPC Contractor.
15. Project Engineer’s The EPC shall incorporate relevant portions of the Project Engineer
Duties and Authority Appointment of the PPPA, and the EPC Contractor shall acknowledge and
agree to cooperate with the Project Engineer so that the Project Engineer can
carry out its scope of work.
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EXECUTION VERSION
16. Programme The EPC Contractor must comply with the Construction Programme to be
developed by the Project Company with the co-operation of the EPC
Contractor in a form consistent with that set out in Volume 2 of the RFP. Once
agreed by Ashghal, the Construction Programme shall become part of the
PPPA binding on the Project Company in accordance with the PPPA and shall
become binding on the EPC Contractor through reciprocal provisions in the
EPC Contract.
17. Extension
. of Time for In the event that the EPC Contractor believes that completion of the EPC
Completion Works will be delayed due to any of the following causes, it may apply for an
extension of time for completion to the Project Company:
(a) a Variation duly approved in accordance with the PPPA;
(b) an Ashghal risk event which would excuse the Project Company from
delivering the EPC Works by the Scheduled Commercial Operation Date;
or
(c) any delay, impediment or prevention by the Project Company.
The EPC Contract shall contain:

(a) adequate notice provisions by which the EPC Contractor must notify
delay claims, such as will ensure that the Project Company has the
opportunity to address any potential delays before they compromise the
Scheduled Commercial Operation Date;
(b) adequate requirements and procedures with regard to the form and
content of the extension of time claim, such as will give sufficient
information for the Project Company or the Project Engineer to evaluate
the claim.
18. Imposition of Penalty Liquidated damages (all based on a genuine pre-estimate of loss) payable for
any delay or failure to complete the EPC Works by the Commercial Operation
Date. The EPC Contractor will be under a general duty to mitigate the
consequences of any delay.
The value of the liquidated damages must be set to keep the Project Company
whole – covering debt service, finance charges and Project Company’s
appropriate internal costs up to the Commercial Operation Longstop Date, as
well as the Liquidated Damages regime specified in Clause 6.15 of the PPPA
and applying to the Project Company for failure to achieve the Commercial
Operation Date on or before the Scheduled Commercial Operation Date.
If the Project Company’s lost revenue is covered by insurance subject to the
terms of the PPPA or the Financing Documents, the proceeds received will be
released to the EPC Contractor.
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EXECUTION VERSION
19. Tests on Completion The testing and commissioning provisions within the EPC Contract with
regard to the STW Facilities and the Shared Facilities shall be aligned with the
corresponding obligations of the Project Company under Schedule 2 of the
PPPA.
With regard to the Kahramaa Facilities, the EPC Contractor shall collaborate
with Kahramaa and the Project Company to agree acceptable testing and
commissioning procedures such as will facilitate handover of the Kahramaa
Facilities to Kahramaa prior to the Scheduled Commercial Operation Date. The
requirements agreed with Kahramaa shall be incorporated in the EPC
Contract.
20. Taking-Over Taking over of the EPC Works by the Project Company shall, in the case of the
Certificate STW Facilities and the Shared Facilities, occur back to back with the passing
of all required Acceptance Tests as defined in the PPPA, and in particular at
Clause 6.20 and Schedule 3.
The Project Company and the EPC Contractor shall collaborate with Kahramaa
to determine Kahramaa’s requirements for the taking over of the Kahramaa
Facilities, so as to ensure that takeover and commencement of operation of
those facilities by Kahramaa occurs on or before the Scheduled Commercial
Operation Date. Kahramaa’s requirements for taking over the Kahramaa
Facilities shall be incorporated in the EPC Contract.
21. Ownership of Plant Each item of Plant and Materials forming part of the EPC Works shall become
and Materials the property of the Project Company at whichever is the earlier of the following
times, free from liens and other encumbrances:
(a) when it is delivered to the Site;
(b) when the EPC Contractor is entitled to the payment of the value of the
Plant and Materials in accordance with the provisions of the EPC Contract.
22. Contract Price and The Project Company shall have a right of set-off for amounts due or to become
Payment due (including liquidated damages), and any claim the Project Company has
against the EPC Contractor.
23. Insurance The EPC Contractor will be responsible for taking out and maintaining the
necessary insurances in accordance with the terms of the PPPA.
24. Assignment and The EPC Contractor shall only use subcontractors from Ashghal’s approved
Subcontractors list.
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EXECUTION VERSION
25. Employer’s If the EPC Works remain incomplete on the Commercial Operation Longstop
Entitlement to Date, the Project Company may terminate the Agreement.
Terminate
Other EPC Works defaults in accordance with the PPPA including:
(a) Abandonment of the EPC Works;
(b) the insolvency of the EPC Contractor;
(c) material breach of a material obligation by EPC Contractor;
(d) failure to provide all or a substantial part of the EPC Works, including
failure to procure the achievement of the Commercial Operation Date by
the Commercial Operation Longstop Date;
(e) breach of the Contract restrictions on assignment and subcontracting;
(f) failure by EPC Contractor to meet the Legal Requirements, amongst others,
the Environmental Requirements.
Include cure periods where appropriate, and none where appropriate (e.g.,
insolvency, reaching cap on liquidated damages).
26. Collateral The EPC Contractor shall execute and deliver a collateral warranty in the form
Warranties attached hereto as Part 1,2,3 and 4 in favor of Ashghal and any Financing Party
which may request such a warranty, allowing that Party the right to step into the
place of the Project Company in the event that the Project Company materially
breaches the PPPA or a Financing Agreement, such as would give rise to a right
for the relevant party to step-in, in accordance with the PPPA, or a relevant
Direct Agreement, if any.
The EPC Contractor shall identify each of the subcontractors, consultants and
vendors which it considers to be key to the Project in a manner which is
customary in the EPC Contractor’s industry for projects similar to the Project.
The EPC Contractor shall require each of such key subcontractors, consultants
and vendors to agree in their relevant subcontract, appointment or purchase
order terms to the right of Ashghal or a Financing Party to demand that they
execute and deliver a collateral warranty in the form attached hereto as Part 1,
2, 3 and 4.
27. Limitation of Subject to the following paragraph, the liability of the EPC Contractor to the
Liability Project Company under the Agreement shall not exceed the EPC Contract Price,
including any adjustments made thereto due to approved variations.
Where a claim is made under the Agreement in respect of a latent defect in the
EPC Works before any termination of the EPC Contract and during the Warranty
Period then the EPC Contractor’s liability to the Project Company will not be
limited to the EPC Contract Price or any other higher cap under the EPC
Contract permitted in accordance with the preceding paragraph but will instead
be uncapped.
28. The Contract Price The EPC Contractor is liable for all taxes levied or imposed within and outside
Qatar relating to the EPC Works. Payment retentions and withholdings by the
Project Company to be applied in accordance with Qatari law.
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EXECUTION VERSION
29. Special Risks The EPC Contractor accepts the risks of Force Majeure limited to its own costs
and expenses and shall receive payment proportional to the part of the EPC
Works delivered. EPC Contractor shall not indemnify Project Company for
losses, costs or expenses incurred by Project Company as a result of the Force
Majeure.
30. Variations The EPC Contractor shall assume all of the Project Company’s obligations and
benefit from the Project Company’s rights in relation to variations to the EPC
Works under the PPPA.
The Project Company shall not instruct any variations outside the agreed scope
of the EPC Contract except in accordance with the PPPA. The EPC Contractor
shall not proceed with any varied work unless it receives a written instruction
that the work in an approved variation in accordance with the PPPA.
Any variation shall be approved by the Project Engineer.
31. Claims and The Contract will contain dispute provisions in accordance with the PPPA.
Disputes
The parties must continue to perform their obligations under the
Agreement during resolution of the dispute.
32. Miscellaneous The Contract will include typical, bankable and appropriate provisions found in
an international EPC contracts for waste water treatment projects, including:
(a) confidentiality;
(b) intellectual property
(c) change in law and governing law; and
(d) assignment.
33. Parent Company The Contract will provide for the ultimate holding company to provide a parent
Guarantee company guarantee, substantially in the form attached at Part 5 to this term
sheet.
34. Legal Form Each bidder shall clarify the legal form of the proposed EPC contractor.
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EXECUTION VERSION
Part 1 - Form of warranty from the Project Company's EPC Contractor
Dated 2022
[THE PROJECT COMPANY'S EPC CONTRACTOR] (1)
PUBLIC WORKS AUTHORITY OF THE STATE OF QATAR

"ASHGHAL" (2)
[THE PROJECT COMPANY] (3)

COLLATERAL WARRANTY
relating to the Al Wakra & Al Wukair Sewage Treatment
Plant
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EXECUTION VERSION
THIS AGREEMENT is made on 2022
BETWEEN:
(1) [THE PROJECT COMPANY'S EPC CONTRACTOR] (Company No. [NUMBER]) whose
registered office is at [ADDRESS] (the "EPC Contractor");
(2) PUBLIC WORKS AUTHORITY OF THE STATE OF QATAR "ASHGHAL" of Al-Faisal Tower
1, West Bay, Doha, P.O. Box 22188, State of Qatar ("Ashghal"), which expression includes its
permitted successors in title and assigns); and
(3) [THE PROJECT COMPANY] (duly incorporated under the laws of Qatar with registration
number [NUMBER]) whose registered office is at [ADDRESS] (the "Project Company").
BACKGROUND
(A) By a concession agreement dated ____________________ (the "Concession Agreement")
Ashghal has appointed the Project Company to design, finance, build, operate, maintain and
transfer the Plant as defined in the Concession Agreement.
(B) The EPC Contractor has been appointed by the Project Company under a contract dated
[DATE] (the "EPC Contract") to carry out the design and construction of the Plant.
(C) The EPC Contractor is obliged under the EPC Contract to give a warranty in this form in favour
of Ashghal.
1. DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement unless the context otherwise requires, the following expressions shall have
the following meanings:
"Lender(s)" means any organisation providing funding to the

Project Company in connection with the design,
construction, operation and maintenance of the
Plant;
1.2 Unless expressly defined otherwise in this Agreement, any defined term in this Agreement
shall have the same meaning given to such term in the EPC Contract.
2. OPERATIVE PROVISIONS
In consideration of the obligations of Ashghal herein and under the Concession Agreement,
the EPC Contractor acknowledges and agrees to the following provisions of this Agreement.
3. EPC CONTRACTOR'S WARRANTY AND

LIABILITY
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EXECUTION VERSION
3.1 The EPC Contractor warrants to Ashghal that it has carried out and will continue to carry out
its duties under the EPC Contract in accordance with the EPC Contract and that it has
exercised and will continue to exercise, in carrying out the design and construction of the Plant,
the level of skill and care reasonably to be expected from an appropriately qualified and
competent EPC contractor providing those services in relation to a project of a similar size
and scope to the Plant. In particular and without limiting the generality of the foregoing the
EPC Contractor covenants with Ashghal that it has carried out and will carry out and complete
the design and construction of the Plant in accordance with the EPC Contract and duly observe
and perform all its duties and obligations thereunder.
3.2 The EPC Contractor shall be entitled in any action or proceedings by Ashghal to raise
equivalent rights in defence of liability (except for set off or counterclaim) as it would have
against the Project Company under the EPC Contract, and shall have no liability under this
Agreement that is of greater or of longer duration than it would have had if Ashghal had been
a party to the EPC Contract as joint employer.
3.3 The EPC Contractor shall have no liability to Ashghal in respect of any delay in the completion
of the Plant howsoever caused save to the extent that the liability arises under the EPC
Contract and Ashghal shall have exercised its right to step in under clause 10.
4. DOCUMENTS
4.1 The EPC Contractor hereby grants (or, if such grant cannot legally take place until a later date,
agrees to grant) to Ashghal with effect from the date of this Agreement or in the case of
Documents not yet in existence with effect from the creation thereof, a royalty-free non-
exclusive licence (such licence to remain in full force and effect notwithstanding completion
of the EPC Contractor's obligations under the EPC Contract or the termination of the EPC
Contract or the determination of the EPC Contractor's engagement under it or any dispute
thereunder or hereunder) to use and to reproduce all Contractor Documents (as defined in
the EPC Contract) for any purpose whatsoever connected with the Plant and such other
purposes as are reasonably foreseeable including, but without limitation, the execution,
completion, maintenance, letting, advertisement, modification, extension, reinstatement and
repair of the Plant, and such licence will carry the right to grant sub-licences and will be
transferable to third parties. Ashghal will not hold the EPC Contractor liable for any use it may
make of the Documents for any purpose other than that for which they were originally
provided by it and other than for such other uses as are reasonably foreseeable unless the EPC
Contractor authorises such use and confirms the Documents are suitable for it. The EPC
Contractor will not grant to any third party the right to use any of the Documents save under
any warranty it is obliged to give under the EPC Contract or hereunder or as otherwise
required to enable it to fulfil its obligations under the EPC Contract.
4.2 The EPC Contractor agrees on reasonable request at any time and following reasonable
written prior notice to give Ashghal or those authorised by it access to the Documents and to
provide copies (including copy negatives and CAD disks) thereof at Ashghal's expense.
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EXECUTION VERSION
4.3 The EPC Contractor warrants to Ashghal that he has used the standard of skill, care and
diligence as set out in clause 3.1 to see that the Documents (save to the extent duly appointed
Sub-Contractors have been used to prepare the same) are its own original work and that in
any event their use in connection with the Plant will not infringe the rights of any third party.
5. INSURANCE
5.1 The EPC Contractor hereby covenants with Ashghal to:
5.1.1 take out and maintain Professional Indemnity insurance cover with a limit of
indemnity that shall be a minimum of USD 25,000,000 either each and every loss
or in the aggregate in relation to the Plant (if in the aggregate then in any one (1)
year of insurance a minimum of one (1) automatic reinstatement of the aggregate
indemnity limit is required) and that it will maintain such insurance with
reputable insurers carrying on business in Qatar from the date hereof until ten (10)
years after practical completion of the Plant, provided that such insurance is
generally available in the market to members of the EPC Contractor's profession
at commercially reasonable rates and provided further that payment of any
increased or additional premiums required by insurers by reason of the EPC
Contractor's own claims record or other acts, omissions, matters or things peculiar
to the EPC Contractor will be deemed to be within the reasonable rates;
5.1.2 provide evidence (as and when reasonably required by Ashghal) satisfactory to
Ashghal of the Professional Indemnity insurance referred to in clause 10 being in
full force and effect from the date of the EPC Contract (such evidence to include
details of the cover);
5.1.3 provide Ashghal with notice of:
5.1.3.1 any cancellation of the Professional Indemnity insurance referred

to in clause 5.1.1 not less than thirty (30) days prior to the relevant
cancellation date; and
5.1.3.2 any adverse material changes to or suspension of cover relevant to

the Plant not less than thirty (30) days prior to the relevant change
or suspension;
5.1.4 inform Ashghal as soon as reasonably practicable of any claim under the
Professional Indemnity insurance referred to in clause 5.1 in respect of the Plant
in excess of USD 5,000,000 and provide such information to Ashghal as Ashghal
may reasonably require in relation to such claim and provide notice of any
potential breach of the aggregate limit of the policy; and
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EXECUTION VERSION
5.1.5 indemnify Ashghal in respect of any subrogation claim by the insurers brought in
connection with any claim made under the Professional Indemnity insurance
referred to in clause 5.1.
6. NOTICES
Any notice to be given by any party will be sufficiently served if sent by hand, by facsimile
transmission or by post to the registered office or if there is none the last known address of
the party to be served. Any notice sent by hand will be deemed to be served on the date of
delivery and any notice sent by facsimile transmission will be deemed to be served in full at
the time recorded on the facsimile report sheet, provided that if any notice sent by hand or
facsimile is sent after 1.45 pm on any day it will be deemed to be served on the next Business
Day. Any notice sent by post will be deemed to have been duly served at the expiration of 48
hours after the time of posting if the end of that period falls before 1.45pm on a Business Day
and otherwise on the next Business Day.
7. ASSIGNMENT
The benefit of and the rights of Ashghal under this Agreement may be assigned without the
consent of the EPC Contractor, and Ashghal will notify the EPC Contractor in writing following
any such assignment specifying the name and address of the assignee and the date of the
assignment. The EPC Contractor will not contend that any such assignee is precluded from
recovering any loss resulting from any breach of this Agreement (whatever the date of such
breach) by reason only that that person is an assignee and not the original beneficiary
hereunder or by reason that the original beneficiary or any intermediate beneficiary escaped
any loss resulting from such breach by reason of the disposal of any interest in the Project or
that the original beneficiary or any intermediate beneficiary has not suffered any, or as much,
loss.
8. ASHGHAL'S REMEDIES
The rights and benefits conferred upon Ashghal by this Agreement are in addition to any other
rights and remedies it may have against the EPC Contractor including without prejudice to
the generality of the foregoing any remedies in negligence.
9. INSPECTION OF DOCUMENTS
The EPC Contractor's liabilities under this Agreement will not be in any way reduced or
extinguished by reason of any inspection or approval of the Documents or attendance at site
meetings or other enquiry or inspection which Ashghal may make or procure to be made for
its benefit or on its behalf.
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EXECUTION VERSION
10. STEP-IN RIGHTS IN FAVOUR OF ASHGHAL

10.1 The EPC Contractor will not exercise or seek to exercise any right which may be or become
available to it to terminate or treat as terminated or repudiated the EPC Contract or its
engagement under it or discontinue or suspend the performance of any duties or obligations
thereunder without first giving to Ashghal not less than thirty (30) days' prior written notice
specifying the EPC Contractor's ground for terminating or treating as terminated or
repudiated the EPC Contract or its engagement under it or discontinuing or suspending its
performance thereof and stating the amount (if any) of monies outstanding under the EPC
Contract. Within such period of notice:
10.1.1 Ashghal may give written notice to the EPC Contractor that Ashghal will
thenceforth become the Project Company under the EPC Contract to the exclusion
of the Project Company and thereupon the EPC Contractor will admit that Ashghal
is the Project Company under the EPC Contract and the EPC Contract will be and
remain in full force and effect notwithstanding any of the said grounds;
10.1.2 if Ashghal has given such notice as aforesaid or under clause 10.3, Ashghal shall
accept liability for the Project Company's obligations under the EPC Contract and
will as soon as practicable thereafter remedy any outstanding breach by the
previous Ashghal which properly has been included in the EPC Contractor's
specified grounds and which is capable of remedy by Ashghal; and
10.1.3 if Ashghal has given such notice as aforesaid or under clause 10.1, Ashghal will
from the service of such notice become responsible for all sums properly payable
to the EPC Contractor under the EPC Contract accruing due after the service of
such notice but Ashghal will in paying such sums be entitled to the same rights of
set-off and deduction as would have applied to the previous Ashghal under the EPC
Contract.
10.2 Notwithstanding anything contained in this Agreement and notwithstanding any payments
which may be made by Ashghal to the EPC Contractor, Ashghal will not be under any
obligation to the EPC Contractor nor will the EPC Contractor have any claim or cause of action
against Ashghal unless and until Ashghal has given written notice to the EPC Contractor
pursuant to clause 10.1 or clause 10.3.
10.3 The EPC Contractor further covenants with Ashghal that if the Concession Agreement is
terminated by Ashghal, the EPC Contractor, if requested by Ashghal by notice in writing and
subject to clause 10.1, 10.1.2 and clause 10.1.3, will accept the instructions of Ashghal to the
exclusion of the Project Company in respect of its duties under the EPC Contract upon the
terms and conditions of the EPC Contract and will if so requested in writing enter into a
novation agreement whereby Ashghal is substituted for the Project Company under the EPC
Contract.
Page 286
EXECUTION VERSION
10.4 If two or more valid notices are received on the same day any notice served by the Lender(s)
shall be deemed to have first priority. Only the notice deemed to have first priority shall take
effect and no other relevant notice will bind the EPC Contractor.
10.5 The Project Company acknowledges that the EPC Contractor will be entitled to rely on a notice
given to the EPC Contractor by Ashghal under clause 10.3 as conclusive evidence that the
Concession Agreement has been terminated by Ashghal.
10.6 Ashghal may by notice in writing to the EPC Contractor appoint another person to exercise its
rights under this clause 10 subject to Ashghal remaining liable to the EPC Contractor as
guarantor for its appointee in respect of its obligations under this Agreement.
10.7 Upon request by Ashghal the EPC Contractor agrees to co-operate with Ashghal in
determining the duties performed or to be performed by the EPC Contractor and to provide a
copy of the EPC Contract and any variations thereto and details of all monies paid and due
under the EPC Contract.
11. SUB-CONTRACTORS
Following a written request from Ashghal the EPC Contractor will (unless it has already done
so) and/ or procure that its Sub-Contractors execute an Agreement of collateral warranty in
the relevant form specified in the EPC Contract in favour of any person in whose favour the
EPC Contract obliges the EPC Contractor to give or procure the giving of such a warranty.
12. APPLICABLE LAW AND JURISDICTION

This Agreement will be construed in accordance with Qatari law and be in all respects subject
to the exclusive jurisdiction of the Qatari courts.
13. THIRD PARTY RIGHTS

A person who is not a part to this Agreement has no right under Article 177 of Qatari Law No.
22 of 2004 or otherwise, to enforce or to enjoy the benefit of any term of this Agreement.
Page 287
EXECUTION VERSION
IN WITNESS of which this document is executed and is delivered on the date first before written
[INSERT EXECUTION BLOCK]
Page 288
EXECUTION VERSION
Part 2 - Warranty from the EPC Contractor's Subcontractor
Dated 2022
[SUBCONTRACTOR] (1)
PUBLIC WORKS AUTHORITY OF THE STATE

OF QATAR "ASHGHAL"(2)
[THE PROJECT COMPANY'S EPC

CONTRACTOR] (3)
COLLATERAL WARRANTY
relating to the Al Wakra & Al Wukair Sewage
Treatment Plant
Page 289
EXECUTION VERSION
BETWEEN:
(1) [SUB-CONTRACTOR] (Company No. [NUMBER]) whose registered office is at [ADDRESS]

(the "Sub-Contractor");
(3) [EPC CONTRACTOR] (Company No. [NUMBER]) whose registered office is at [ADDRESS]
(the "EPC Contractor").
BACKGROUND

(B) By a contract dated [DATE] (the "EPC Contract") the Project Company has appointed the EPC
Contractor to carry out the design and construction of the Plant.
(C) The Sub-Contractor has been appointed by the EPC Contractor under a contract dated [DATE]
(the "Subcontract") to provide services in relation to the Plant.
(D) The Sub-Contractor is obliged under the Subcontract to give a warranty in this form in favour
of Ashghal.

"Lender(s)" means any organisation providing funding to the Project

Company in connection with the design, construction, operation
and maintenance of the Plant;
In consideration of the obligations of Ashghal herein and under the Concession Agreement,
the Sub-Contractor acknowledges the following provisions of this Agreement.
Page 290
EXECUTION VERSION
3. SUB-CONTRACTOR'S WARRANTY AND

LIABILITY
3.1 The Sub-Contractor warrants to Ashghal that it has carried out and will continue to carry out
its duties under the Subcontract in accordance with the Subcontract and that it has exercised
and will continue to exercise, in carrying out the design of the Plant, the level of skill and care
reasonably to be expected from an appropriately qualified and competent professional
designer providing those services in relation to a project of a similar size and scope to the Plant.
In particular and without limiting the generality of the foregoing the Sub-Contractor
covenants with Ashghal that it has carried out and will carry out and complete its services in
relation to the Plant in accordance with the Subcontract and duly observe and perform all its
duties and obligations thereunder.
3.2 The Sub-Contractor shall be entitled in any action or proceedings by Ashghal to raise
against the EPC Contractor under the Subcontract, and shall have no liability under this
Agreement that is of greater or of longer duration than it would have had if Ashghal had been
a party to the Subcontract as joint employer.
4. DOCUMENTS
4.1 The Sub-Contractor hereby grants (or, if such grant cannot legally take place until a later date,
agrees to grant) to Ashghal with effect from the date of this Agreement or in the case of
Documents not yet in existence with effect from the creation thereof, a royalty-free non-
exclusive licence (such licence to remain in full force and effect notwithstanding completion
of the Sub-Contractor's obligations under the Subcontract or the termination of the
Subcontract or the determination of the Sub-Contractor's engagement under it or any dispute
thereunder or hereunder) to use and to reproduce all Documents for any purpose whatsoever
connected with the Plant and such other purposes as are reasonably foreseeable including, but
without limitation, the execution, completion, maintenance, letting, advertisement,
modification, extension, reinstatement and repair of the Plant, and such licence will carry the
right to grant sub-licences and will be transferable to third parties. Ashghal will not hold the
Sub-Contractor liable for any use it may make of the Documents for any purpose other than
that for which they were originally provided by it and other than for such other uses as are
reasonably foreseeable unless the Sub-Contractor authorises such use and confirms the
Documents are suitable for it. The Sub-Contractor will not grant to any third party the right
to use any of the Documents save under any warranty it is obliged to give under the
Subcontract or hereunder or as otherwise required to enable it to fulfil its obligations under
the Subcontract.
4.2 The Sub-Contractor agrees on reasonable request at any time and following reasonable
written prior notice to give the Ashghal or those authorised by it access to the Documents and
to provide copies (including copy negatives and CAD disks) thereof at the Ashghal's expense.
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EXECUTION VERSION
4.3 The Sub-Contractor warrants to the Ashghal that he has used the standard of skill, care and
Sub-Contractors have been used to prepare the same) are its own original work and that in
any event their use in connection with the Plant will not infringe the rights of any third party.
5. INSURANCE
5.1 The Sub-Contractor hereby covenants with the Ashghal to:
generally available in the market to members of the Sub-Contractor's profession
at commercially reasonable rates and provided further that payment of any
increased or additional premiums required by insurers by reason of the Sub-
Contractor's own claims record or other acts, omissions, matters or things peculiar
to the Sub-Contractor will be deemed to be within the reasonable rates;
5.1.2 provide evidence (as and when reasonably required by the Ashghal) satisfactory to
the Ashghal of the Professional Indemnity insurance referred to in clause 5.1.1
being in full force and effect from the date of the Subcontract (such evidence to
include details of the cover);
5.1.3 provide the Ashghal with notice of:


or suspension;
5.1.4 inform the Ashghal as soon as reasonably practicable of any claim under the
Professional Indemnity insurance referred to in clause 5.1.1 in respect of the Plant
in excess of USD 2,000,000 and provide such information to the Ashghal as the
Ashghal may reasonably require in relation to such claim and provide notice of any
Page 292
EXECUTION VERSION
5.1.5 indemnify the Ashghal in respect of any subrogation claim by the insurers brought
in connection with any claim made under the Professional Indemnity insurance
referred to in clause 5.1.1.
6. NOTICES
Any notice to be given by any party hereunder will be sufficiently served if sent by hand, by
facsimile transmission or by post to the registered office or if there is none the last known
address of the party to be served. Any notice sent by hand will be deemed to be served on the
date of delivery and any notice sent by facsimile transmission will be deemed to be served in
full at the time recorded on the facsimile report sheet, provided that if any notice sent by hand
or facsimile is sent after 1.45 pm on any day it will be deemed to be served on the next Business
Day. Any notice sent by post will be deemed to have been duly served at the expiration of 48
hours after the time of posting if the end of that period falls before 1.45pm on a Business Day
and otherwise on the next Business Day.
7. ASSIGNMENT
The benefit of and the rights of the Ashghal under this Agreement may be assigned without
the consent of the Sub-Contractor, and the Ashghal will notify the Sub-Contractor in writing
following any such assignment specifying the name and address of the assignee and the date
of the assignment. The Sub-Contractor will not contend that any such assignee is precluded
from recovering any loss resulting from any breach of this Agreement (whatever the date of
such breach) by reason only that that person is an assignee and not the original beneficiary
hereunder or by reason that the original beneficiary or any intermediate beneficiary escaped
any loss resulting from such breach by reason of the disposal of any interest in the Project or
that the original beneficiary or any intermediate beneficiary has not suffered any, or as much,
loss.
The rights and benefits conferred upon the Ashghal by this Agreement are in addition to any
other rights and remedies it may have against the Sub-Contractor including without prejudice
to the generality of the foregoing any remedies in negligence.
The Sub-Contractor's liabilities under this Agreement will not be in any way reduced or
extinguished by reason of any inspection or approval of the Documents or attendance at site
meetings or other enquiry or inspection which the Ashghal may make or procure to be made
for its benefit or on its behalf.
Page 293
EXECUTION VERSION
10. STEP-IN RIGHTS IN FAVOUR OF THE ASHGHAL

10.1 The Sub-Contractor will not exercise or seek to exercise any right which may be or become
available to it to terminate or treat as terminated or repudiated the Subcontract or its
engagement under it or discontinue or suspend the performance of any duties or obligations
thereunder without first giving to the Ashghal not less than thirty (30) days' prior written
notice specifying the Sub-Contractor's ground for terminating or treating as terminated or
repudiated the Subcontract or its engagement under it or discontinuing or suspending its
performance thereof and stating the amount (if any) of monies outstanding under the
Subcontract. Within such period of notice:
10.1.1 the Ashghal may give written notice to the Sub-Contractor that the Ashghal will
thenceforth become the Project Company under the Subcontract to the exclusion
of the Project Company and thereupon the Sub-Contractor will admit that the
Ashghal is the Project Company under the Subcontract and the Subcontract will
be and remain in full force and effect notwithstanding any of the said grounds;
10.1.2 if the Ashghal has given such notice as aforesaid or under clause 10.3, the Ashghal
shall accept liability for the Project Company's obligations under the Subcontract
and will as soon as practicable thereafter remedy any outstanding breach by the
previous Ashghal which properly has been included in the Sub-Contractor's
specified grounds and which is capable of remedy by the Ashghal; and
10.1.3 if the Ashghal has given such notice as aforesaid or under clause 10.3, the Ashghal
will from the service of such notice become responsible for all sums properly
payable to the Sub-Contractor under the Subcontract accruing due after the service
of such notice but the Ashghal will in paying such sums be entitled to the same
rights of set-off and deduction as would have applied to the previous Ashghal
under the Subcontract.
which may be made by the Ashghal to the Sub-Contractor, the Ashghal will not be under any
obligation to the Sub-Contractor nor will the Sub-Contractor have any claim or cause of action
against the Ashghal unless and until the Ashghal has given written notice to the Sub-
Contractor pursuant to clause 10.1.1 or clause 10.3.
10.3 The Sub-Contractor further covenants with the Ashghal that if the Concession Agreement is
terminated by the Ashghal the Sub-Contractor, if requested by the Ashghal by notice in writing
and subject to clause 10.1.2 and clause 10.1.3, will accept the instructions of the Ashghal to the
exclusion of the Project Company in respect of its duties under the Subcontract upon the terms
and conditions of the Subcontract and will if so requested in writing enter into a novation
agreement whereby the Ashghal is substituted for the Project Company under the Subcontract.
Page 294
EXECUTION VERSION
effect and no other relevant notice will bind the Sub-Contractor.
10.5 The Project Company acknowledges that the Sub-Contractor will be entitled to rely on a notice
given to the Sub-Contractor by the Ashghal under clause 10.3 as conclusive evidence that the
Concession Agreement has been terminated by the Ashghal.
10.6 Ashghal may by notice in writing to the Sub-Contractor appoint another person to exercise its
rights under this clause 10 subject to the Ashghal remaining liable to the Sub-Contractor as
10.7 Upon request by the Ashghal the Sub-Contractor agrees to co-operate with the Ashghal in
determining the duties performed or to be performed by the Sub-Contractor and to provide a
copy of the Subcontract and any variations thereto and details of all monies paid and due
under the Subcontract.
11. SUB-CONTRACTORS
Following a written request from the Ashghal the Sub-Contractor will (unless it has already
done so) and/ or procure that its Sub-Contractors execute an Agreement of collateral warranty
in the relevant form specified in the Subcontract in favour of any person in whose favour the
Subcontract obliged the Sub-Contractor to give or procure the giving of such a warranty.

This Agreement will be construed in accordance with Qatari law and be in all respects subject
to the exclusive jurisdiction of the Qatari courts.

A person who is not a part to this Agreement has no right under Article 177 of Qatari Law No.
22 of 2004 or otherwise, to enforce or to enjoy the benefit of any term of this Agreement.
Page 295
EXECUTION VERSION
Part 3 - Warranty from the Consultants Dated 2022
[CONSULTANT]
PUBLIC WORKS AUTHORITY OF THE STATE

OF QATAR "ASHGHAL"
[THE PROJECT COMPANY'S EPC

CONTRACTOR]
COLLATERAL WARRANTY
relating to the Al Wakra & Al Wukair Sewage
Treatment Plant
Page 296
EXECUTION VERSION
BETWEEN
(1) [CONSULTANT] (Company No. [NUMBER]) whose registered office is at [ADDRESS] (the
"Consultant");
(2) PUBLIC WORKS AUTHORITY OF THE STATE OF QATAR of Al-Faisal Tower 1, West Bay,
Doha, P.O. Box 22188, State of Qatar ("Ashghal"), which expression includes its permitted
successors in title and assigns); and
(3) [EPC CONTRACTOR] (Company No. [NUMBER]) whose registered office is at [ADDRESS]
(the "EPC Contractor").
BACKGROUND

the Ashghal has appointed the Project Company to design, finance, build, operate, maintain
and transfer the Plant as defined in the Concession Agreement.
(B) By a design and build contract dated [DATE] (the "EPC Contract") the Project Company has
appointed the EPC Contractor to carry out the design and construction of the Plant.
(C) The Consultant has been appointed by the EPC Contractor under a contract dated [DATE]
(the "Contract") to provide services in relation to the Plant.
(D) The Consultant is obliged under the Contract to give a warranty in this form in favour of the
Ashghal.

"Lender(s)" means any organisation providing funding to the

Plant
In consideration of the obligations of the Ashghal herein and under the Concession Agreement,
the Consultant the following provisions of this Agreement.
Page 297
EXECUTION VERSION
3. CONSULTANT'S WARRANTY AND LIABILITY

3.1 The Consultant warrants to the Ashghal that it has carried out and will continue to carry out
its duties under the Contract in accordance with the Contract and that it has exercised and
will continue to exercise in the performance of those duties the reasonable skill care and
diligence to be expected of a properly qualified member of its profession experienced in
carrying out duties such as its duties under the Contract in relation to works of similar scope,
nature and complexity to the Plant.
3.2 The Consultant shall be entitled in any action or proceedings by the Ashghal to raise
against the EPC Contractor under the Contract, and shall have no liability under this
Agreement that is of greater or of longer duration than it would have had if the Ashghal had
been a party to the Contract as joint employer.
4. DOCUMENTS
The Consultant hereby grants (or, if such grant cannot legally take place until a later date, agrees to
grant) to the Ashghal with effect from the date of this Agreement or in the case of Documents not yet in
existence with effect from the creation thereof, a royalty-free non-exclusive licence (such licence to
remain in full force and effect notwithstanding completion of the Consultant's obligations under the
Contract or the termination of the Contract or the determination of the Consultant's engagement under
it or any dispute thereunder or hereunder) to use and to reproduce all Documents for any purpose
whatsoever connected with the Plant and such other purposes as are reasonably foreseeable including,
but without limitation, the execution, completion, maintenance, letting, advertisement, modification,
extension, reinstatement and repair of the Plant, and such licence will carry the right to grant sub-
licences and will be transferable to third parties. The Ashghal will not hold the Consultant liable for any
use it may make of the Documents for any purpose other than that for which they were originally
provided by it and other than for such other uses as are reasonably foreseeable unless the Consultant
authorises such use and confirms the Documents are suitable for it. The Consultant will not grant to
any third party the right to use any of the Documents save under any warranty it is obliged to give under
the Contract or hereunder or as otherwise required to enable it to fulfil its obligations under the Contract.
4.1 The Consultant agrees on reasonable request at any time and following reasonable written
prior notice to give the Ashghal or those authorised by it access to the Documents and to
provide copies (including copy negatives and CAD disks) thereof at the Ashghal's expense.
4.2 The Consultant warrants to the Ashghal that he has used the standard of skill, care and
sub-contractors of the Project Company have been used to prepare the same) are its own
original work and that in any event their use in connection with the Plant will not infringe the
rights of any third party.
5. INSURANCE
Page 298
EXECUTION VERSION
5.1 The Consultant hereby covenants with Ashghal to:
generally available in the market to members of the Consultant's profession at
commercially reasonable rates and provided further that payment of any increased
or additional premiums required by insurers by reason of the Consultant's own
claims record or other acts, omissions, matters or things peculiar to the Consultant
will be deemed to be within the reasonable rates;
5.1.2 provide evidence (as and when reasonably required by Ashghal) satisfactory to
Ashghal of the Professional Indemnity insurance referred to in clause 5.1.1 being
in full force and effect from the date of the Contract (such evidence to include
details of the cover);
5.1.3 provide Ashghal with notice of:


or suspension;
5.1.4 inform Ashghal as soon as reasonably practicable of any claim under the
Professional Indemnity insurance referred to in clause 5.1.1 in respect of the Plant
in excess of USD 1,000,0002 and provide such information to Ashghal as Ashghal
may reasonably require in relation to such claim and provide notice of any
5.1.5 indemnify Ashghal in respect of any subrogation claim by the insurers brought in
connection with any claim made under the Professional Indemnity insurance
referred to in clause 5.1.1.
1
This shall be the minimum cover required though if appropriate based on the scope of the consultancy it would be
increased.
2
This shall be the notification threshold if the minimum cover is set at USD 5,000,000. Should a higher minimum be
set based on the scope of the consultancy this notification threshold would be increased accordingly.
Page 299
EXECUTION VERSION
6. LIABILITY OF PARTNERS
Where the Consultant is a partnership, references in this Agreement to the "Consultant" will be deemed
to include reference to each and every present and future partner of such partnership and the liability
of each and every such partner under this Agreement will be deemed to be joint and several.
7. NOTICES
Any notice to be given by any party to this Agreement will be sufficiently served if sent by hand, by
facsimile transmission or by post to the registered office or if there is none the last known address of
the party to be served. Any notice sent by hand will be deemed to be served on the date of delivery and
any notice sent by facsimile transmission will be deemed to be served in full at the time recorded on the
facsimile report sheet, provided that if any notice sent by hand or facsimile is sent after 1.45 pm on any
day it will be deemed to be served on the next Business Day. Any notice sent by post will be deemed to
have been duly served at the expiration of 48 hours after the time of posting if the end of that period
falls before 1.45pm on a Business Day and otherwise on the next Business Day.
8. ASSIGNMENT
The benefit of and the rights of Ashghal under this Agreement may be assigned without the consent of
the Consultant, and Ashghal will notify the Consultant in writing following any such assignment
specifying the name and address of the assignee and the date of the assignment. The Consultant will not
contend that any such assignee is precluded from recovering any loss resulting from any breach of this
Agreement (whatever the date of such breach) by reason only that that person is an assignee and not
the original beneficiary hereunder or by reason that the original beneficiary or any intermediate
beneficiary escaped any loss resulting from such breach by reason of the disposal of any interest in the
Project or that the original beneficiary or any intermediate beneficiary has not suffered any or as much
loss.
The rights and benefits conferred upon Ashghal by this Agreement are in addition to any other rights
and remedies it may have against the Consultant including without prejudice to the generality of the
foregoing any remedies in negligence.

The Consultant's liabilities under this Agreement will not be in any way reduced or extinguished by
reason of any inspection or approval of the Documents or attendance at site meetings or other enquiry
or inspection which Ashghal may make or procure to be made for its benefit or on its behalf.
11. STANDARDS OF PRODUCTS AND MATERIALS

11.1 The Consultant warrants that it has exercised and will exercise reasonable skill, care and
diligence in accordance with this Agreement to see that it has not specified for use and it will
not specify for use and (as appropriate) it has not authorised or approved and it will not
authorise or approve the specification or use by others, of any products or materials not in
conformity with the Guidance or relevant standards or which at the time of specification are
widely known to members of the Consultant's profession to be deleterious to health and safety
Page 300
EXECUTION VERSION
or to the durability of buildings and/or other structures and/or finishes and/or plant and
machinery in the particular circumstances in which they are used.
11.2 If in the performance of its duties under the Contract the Consultant becomes aware that it or
any other person has specified or used, or authorised or approved the specification or use by
others of any such products or materials the Consultant will notify Ashghal in writing
forthwith. This clause does not create any additional duty for the Consultant to inspect or
check the work of others which is not required by the Contract.

12.1 The Consultant will not exercise or seek to exercise any right which may be or become
available to it to terminate or treat as terminated or repudiated the Contract or its engagement
under it or discontinue or suspend the performance of any duties or obligations thereunder
without first giving to Ashghal not less than [thirty (30)] days' prior written notice specifying
the Consultant's ground for terminating or treating as terminated or repudiated the Contract
or its engagement under it or discontinuing or suspending its performance thereof and stating
the amount (if any) of monies outstanding under the Contract. Within such period of notice:
12.1.1 Ashghal may give written notice to the Consultant that Ashghal will thenceforth
become the EPC Contractor under the Contract to the exclusion of the EPC
Contractor and thereupon the Consultant will admit that Ashghal is the EPC
Contractor under the Contract and the Contract will be and remain in full force
and effect notwithstanding any of the said grounds;
accept liability for the EPC Contractor's obligations under the Contract and will as
soon as practicable thereafter remedy any outstanding breach by Ashghal [which
properly has been included in the Consultant's specified grounds and] which is
capable of remedy by Ashghal; and
12.1.3 if Ashghal has given such notice as aforesaid or under clause 12.3, Ashghal will
from the service of such notice become responsible for all sums properly payable
to the Consultant under the Contract accruing due after the service of such notice
but Ashghal will in paying such sums be entitled to the same rights of set-off and
deduction as would have applied to Ashghal under the Contract.
which may be made by Ashghal to the Consultant, Ashghal will not be under any obligation to
the Consultant nor will the Consultant have any claim or cause of action against Ashghal
unless and until Ashghal has given written notice to the Consultant pursuant to clause 12.3 or
clause 12.3.
12.3 The Consultant further covenants with Ashghal that if the Concession Agreement is
terminated by Ashghal the Consultant, if requested by Ashghal by notice in writing and subject
Page 301
EXECUTION VERSION
to clause 12.1.2 and clause 12.1.3, will accept the instructions of Ashghal to the exclusion of the
EPC Contractor in respect of its duties under the Contract upon the terms and conditions of
the Contract and will if so requested in writing enter into a novation agreement whereby
Ashghal is substituted for the EPC Contractor under the Contract.
effect and no other relevant notice will bind the Consultant.
12.5 The EPC Contractor acknowledges that the Consultant will be entitled to rely on a notice given
to the Consultant by Ashghal under clause 12.3 as conclusive evidence that the Concession
Agreement has been terminated by Ashghal.
12.6 Ashghal may by notice in writing to the Consultant appoint another person to exercise its
rights under this clause 12 subject to Ashghal remaining liable to the Consultant as guarantor
for its appointee in respect of its obligations under this Agreement.
13. SUB-CONSULTANTS
Following a written request from Ashghal the Consultant will (unless it has already done so) and will
procure that its sub-consultants execute an Agreement of collateral warranty in the relevant form
specified in the Contract in favour of any person in whose favour the Contract obliged the Consultant to
give or procure the giving of such a warranty.

This Agreement will be construed in accordance with Qatari law and be in all respects subject to the
exclusive jurisdiction of the Qatari courts.

A person who is not a part to this Agreement has no right under Article 177 of Qatari Law No. 22 of 2004
or otherwise, to enforce or to enjoy the benefit of any term of this Agreement.
Page 302
EXECUTION VERSION
Part 4 - Warranty from the Project Company's O&M Contractor
DATED 2022
[O&M CONTRACTOR] (1)
PUBLIC WORKS AUTHORITY OF THE STATE OF QATAR "ASHGHAL"

(2)
[THE PROJECT COMPANY] (3)
COLLATERAL WARRANTY
relating to the Al Wakra & Al Wukair Sewage Treatment Plant
Page 303
EXECUTION VERSION
THIS AGREEMENT is made on the day of 2022

BETWEEN:
(1) [O&M CONTRACTOR] (Company No. [NUMBER]) whose registered office is at [ADDRESS]
(the "O&M Contractor ")
(3) [THE PROJECT COMPANY] (Company No. [NUMBER]) whose registered office is at
[ADDRESS] (the "Project Company")
BACKGROUND

(B) The O&M Contractor has been appointed by the Project Company under a contract dated
[DATE] (the "O&M Contract") to carry out the operation & maintenance services in relation
to the Plant (the "Services").
(C) The O&M Contractor is obliged under the O&M Contract to give a warranty in this form in
favour of Ashghal.

"Lender" means any organisation providing funding to the

Plant;
shall have the same meaning given to such term in the O&M Contract.
In consideration of the obligations of Ashghal herein and under the Concession Agreement, the O&M
Contractor the following provisions of this Agreement.
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EXECUTION VERSION
3. WARRANTY
3.1 The O&M Contractor warrants to the Ashghal that it has carried out and will continue to carry
out all its obligations and duties under the O&M Contract in accordance with and to the
standard required by the O&M Contract, provided always that the O&M Contractor has no
liability hereunder which is greater or of a longer duration than that it owes to the Project
Company under the O&M Contract.
3.2 The O&M Contractor shall be entitled in any proceedings by Ashghal to rely on any limitation
in the O&M Contract and to raise equivalent rights in defence of liability as it would have
against the Project Company under the O&M Contract.
3.3 Notwithstanding anything in this Agreement and not withstanding any payments which may
be made by Ashghal to the O&M Contractor, Ashghal and the O&M Contractor will not be
under any obligation to each other nor will any party have any claim or cause of action against
the others unless and until Ashghal has given written notice to the O&M Contractor pursuant
to clause 7.1.1 or clause 7.3.
4. COPYRIGHT
4.1 The O&M Contractor hereby grants (or, if such grant cannot legally take place until a later
date, agrees to grant) to Ashghal with effect from the date of this Agreement or in the case of
Documents not yet in existence with effect from the creation thereof, an irrevocable royalty-
free non-exclusive licence to use and to reproduce all Documents for any purpose whatsoever
connected with the Project and such other purposes as are reasonably foreseeable. Such
licence will carry the right to grant sub-licences and will be transferable to third parties.
4.2 Ashghal will not hold the O&M Contractor liable for any use it may make of the Documents
for any purpose other than that for which they were originally provided by it unless the O&M
Contractor authorise such use and confirms that the Documents are suitable for it.
4.3 The O&M Contractor agrees on reasonable request at any time and following reasonable
written prior notice to give Ashghal or those authorised by it access to the Documents and to
provide copies (including copy negatives and CAD disks) thereof at Ashghal's expense.
4.4 The O&M Contractor warrants to Ashghal that the Documents (save to the extent duly
appointed Sub-Contractors have been used to prepare the same) are its own original work and
that in any event their use in connection with the Project will not infringe the rights of any
third party.
5. ASSIGNMENT
The benefit of and the rights of Ashghal under this Agreement may be assigned without the consent of
the O&M Contractor, and Ashghal will notify the O&M Contractor in writing following any such
assignment specifying the name and address of the assignee and the date of the assignment. The O&M
Page 305
EXECUTION VERSION
Contractor will not contend that any such assignee is precluded from recovering any loss resulting from
any breach of this Agreement (whatever the date of such breach) by reason only that that person is an
assignee and not the original beneficiary hereunder or by reason that the original beneficiary or any
intermediate beneficiary escaped any loss resulting from such breach by reason of the disposal of any
interest in the Project or that the original beneficiary or any intermediate beneficiary has not suffered
any, or as much, loss
The rights and benefits conferred upon Ashghal by this Agreement are in addition to any other rights
and remedies it may have against the O&M Contractor including without prejudice to the generality of
the foregoing any remedies in negligence.

7.1 The O&M Contractor will not exercise or seek to exercise any right which may be or becomes
available to it to terminate or treat as terminated or repudiated the O&M Contract or its
employment under it or discontinue or suspend the performance of any duties or obligations
thereunder without first giving to Ashghal not less than thirty (30) Business Days prior written
notice specifying the O&M Contractor's ground for terminating or treating as terminated or
repudiated the O&M Contract or its employment under it or discontinuing or suspending its
performance thereof and stating the amount (if any) of monies outstanding under the O&M
Contract. Within such period of notice:
7.1.1 Ashghal may give written notice to the O&M Contractor that Ashghal will
thenceforth become the Project Company under the O&M Contract to the
exclusion of the Project Company and thereupon the O&M Contractor will admit
that Ashghal is the Project Company under the O&M Contract and the O&M
Contract will be and remain in full force and effect notwithstanding any of the said
grounds;
accept liability for the Project Company's obligations under the O&M Contract and
will as soon as practicable thereafter remedy any outstanding breach by the Project
Company including for the avoidance of doubt any non-payment of sums due to
the O&M Contractor which properly has been included in the O&M Contractor 's
specified grounds pursuant to clause 7.1 (and which has been notified to Ashghal)
and which is capable of remedy; and
7.1.3 if Ashghal has given such notice as aforesaid or under clause 7.3, Ashghal will from
the service of such notice become responsible for all sums properly payable to the
O&M Contractor under the O&M Contract accruing due after the service of the
O&M Contractor's notice but Ashghal will in paying such sums be entitled to the
same rights of set-off and deduction as would have applied to the Project Company
under the O&M Contract.
Page 306
EXECUTION VERSION
which may be made by Ashghal to the O&M Contractor, the O&M Contractor will not be under
any duty to obey any direction or instruction from Ashghal unless and until Ashghal has given
notice under clauses 7.1.1 and 7.3.
7.3 The O&M Contractor further covenants with Ashghal that if the Concession Agreement is
terminated by the Ashghal the O&M Contractor, if requested by Ashghal by notice in writing
and subject to clause 7.1.2 and clause 7.1.3, will accept the instructions of Ashghal to the
exclusion of the Project Company in respect of the Services upon the terms and conditions of
the O&M Contract and will if so requested in writing enter into a novation agreement whereby
Ashghal is substituted for the Project Company under the O&M Contract.
7.4 Where the O&M Contractor has given rights in relation to the O&M Contract similar to those
contained in this clause to the Lender then if both Ashghal and the Lender serve notice under
clause 7.1.1 or clause 7.3 or its equivalent the notice served by Ashghal will not prevail over
any notice served by the Lender but will prevail over any notice served by any other person.
7.5 The Project Company acknowledges that the O&M Contractor will be entitled to rely on a
notice given to the O&M Contractor by Ashghal under clause 7.3 as conclusive evidence that
the Concession Agreement has been terminated by Ashghal.
7.6 Ashghal may by notice in writing to the O&M Contractor appoint another person to exercise
its rights under this clause 7 subject to Ashghal remaining liable to the O&M Contractor as
8. LIMITATION
Without prejudice to the provisions of clause 7.1, Ashghal shall not be entitled to take any action or
proceedings against the O&M Contractor pursuant to this Agreement unless and until the Concession
Agreement has been terminated.
9. INDEPENDENT ENQUIRY CLAUSE

The liability of the O&M Contractor under this Agreement shall not be modified released, diminished
or in any way affected by any independent inspection investigation or enquiry into any relevant matter
which may be made or carried out by or for Ashghal nor by any failure or omission to carry out any such
inspection, investigation or enquiry nor by the appointment by Ashghal of any independent firm,
company, or party whatsoever to review the progress of or otherwise report to Ashghal in respect of the
Services nor by any action or omission of any such firm, company or party whether or not such action
or omission might give rise to any independent liability of such firm, company or party to Ashghal
provided always that nothing in this clause shall modify or affect any rights which the O&M Contractor
might have but for the existence of this clause to claim contribution from any third party whether under
statute or at common law.
Page 307
EXECUTION VERSION
10. NO VARIATION TO O&M CONTRACT WITHOUT

ASHGHAL'S CONSENT
The Project Company and the O&M Contractor undertake with Ashghal not to vary or depart from the
terms and conditions of the O&M Contract without the prior written consent of Ashghal (such consent
to be sought in accordance with the Review Procedure where that procedure applies to the variation or
departure in question), and agree that no such variation or departure made without such consent shall
be binding upon Ashghal, or affect or prejudice Ashghal's rights hereunder, or under the O&M Contract
or in any other way.
11. THE PROJECT COMPANY'S INCLUSION AS

PARTY
The Project Company has agreed to be a party to this Agreement for the purpose of clause 88 and for
acknowledging that the O&M Contractor shall not be in breach of the O&M Contract by complying with
the obligations imposed on it by this Agreement.
12. COUNTERPARTS
This Agreement may be executed in one or more counterparts. Any single counterpart or a set of
counterparts executed, in either case, by all the parties shall constitute a full and original instrument
for all purposes.

This Agreement will be construed in accordance with Qatari law and be in all respects subject to the
exclusive jurisdiction of the Qatari courts.

A person who is not a part to this Agreement has no right under Article 177 of Qatari Law No. 22 of 2004
or otherwise, to enforce or to enjoy the benefit of any term of this Agreement.
15. NOTICES
Any notice to be given by either party hereunder will be sufficiently served if sent by hand, by facsimile
transmission or by post to the registered office or if there is none the last known address of the party to
be served. Any notice sent by hand will be deemed to be served on the date of delivery and any notice
sent by facsimile transmission will be deemed to be served in full at the time recorded on the facsimile
report sheet, provided that if any notice sent by hand or facsimile is sent after 1:45 pm on any day it will
be deemed to be served on the next Business Day. Any notice sent by post will be deemed to have been
duly served at the expiration of forty-eight (48) hours after the time of posting if the end of that period
falls before 1.45pm on a Business Day and otherwise on the next Business Day.
Page 308
EXECUTION VERSION
PART 5 - Form of Parent Company Guarantee in relation to EPC Contractor as per

requirements of the EPC Term Sheet
Page 309
EXECUTION VERSION
Dated: 2022
(1) [GUARANTOR]
(2) [PROJECT COMPANY]
PARENT COMPANY GUARANTEE
relating to a new 150,000 m3/day sewage treatment plant and other facilities
Page 310
EXECUTION VERSION
THE PARTICULARS
Date of this Parent Company Guarantee
("this Guarantee")
The Guarantor [NAME] [(registered number [number])][whose

registered office is at] [of] [Address]
Project Company [NAME] [(registered number [number])] [whose

The EPC Contractor [NAME] [(registered number [number])] [whose

The Contract the contract dated [DATED] made between the

Project Company and the EPC Contractor in
respect of [insert details of the
development/project, site etc]
Page 311
EXECUTION VERSION
THIS GUARANTEE is made on the date set out in the Particulars
BETWEEN
(1) the Guarantor; and
(2) the Project Company.
BACKGROUND
(A) The Project Company has entered into the Contract with the EPC Contractor.
(B) The Project Company has requested and the Guarantor has agreed to provide a guarantee
("this Guarantee") of the EPC Contractor's obligations under the Contract.
IT IS NOW AGREED
1. DEFINITIONS; INTERPRETATIONS
The words and expressions defined in the Particulars and this Guarantee shall have the same
meaning throughout this Guarantee and references to the Particulars and clauses are to the
Particulars and clauses of this Guarantee.
2. GUARANTEE
In consideration of the Project Company entering into the Contract, the Guarantor as surety
irrevocably and unconditionally guarantees, as a primary obligation, to the Project Company
the full and due performance of all the obligations of the EPC Contractor under or in
connection with the Contract, provided that the Guarantor shall have no greater liability by
virtue of this Guarantee than it would have had if the Guarantor had been a party to the
Contract in place of the EPC Contractor.
3. REIMBURSEMENT
The Guarantor by this Guarantee indemnifies the Project Company against all losses, damages,
costs and expenses (including legal costs and expenses incurred in enforcing the provisions of
the Contract or this Guarantee), or otherwise which may be incurred by the Project Company
by reason of any breach on the part of the EPC Contractor (including without limitation in
this Guarantee the occurrence of any of the events of insolvency listed in the Contract) in fully
and duly performing and observing the terms and conditions on its part contained in the
Contract.
4. NO DISCHARGE OF LIABILITY
4.1 The liability of the Guarantor shall not be discharged or affected in any way by:
Page 312
EXECUTION VERSION
4.1.1 any fact, event or rule of law which, but for this clause 4 might operate to release
in whole or in part the Guarantor from its obligations under this Guarantee
including (without limitation) any novation, assignment, termination of the
Contract (whether automatic or otherwise and whether by reason of the EPC
Contractor's insolvency or otherwise), or any amendment or extension of time or
variation of or under the Contract or any forbearance or forgiveness by the Project
Company of the EPC Contractor;
4.1.2 any total or partial invalidity, illegality or unenforceability of the Contract; or
4.1.3 a legal limitation, disability or incapacity of the EPC Contractor.
This Guarantee creates a continuing guarantee and will remain in force until all the liabilities
of the EPC Contractor under the Contract have been fully satisfied.
6. GUARANTOR'S WAIVER
The Guarantor waives any right it may have of first requiring the Project Company to proceed
against or enforce any claims against any of the parties to the Contract or any other person.
7. GUARANTOR'S DEFENCES
7.1 The Guarantor shall be entitled in any proceedings brought by the Project Company under
this Guarantee to take advantage of any defences set-offs, counterclaims, estoppels and the
like which would be available to the EPC Contractor in any proceedings brought by the Project
Company under the Contract.
7.2 The Project Company agrees that any set-off or counterclaim in respect of monies due or
allegedly due from the EPC Contractor to the Project Company under the Contract which is
taken into account in determining the liability of the Guarantor under this Guarantee or the
calculation of any payment made by the Guarantor to the Project Company pursuant to this
Guarantee is accepted by the Project Company to be a payment made by the EPC Contractor
in full and final discharge of any liability on the part of the EPC Contractor under the Contract
to pay such sum. The Project Company agrees that it shall not commence any action against
the EPC Contractor under the Contract to pursue that same sum or any sum which represents
the same set-off or counterclaim.
8. ASSIGNMENT
8.1 The Project Company is not entitled to assign the benefit of and its rights under this Guarantee.
Page 313
EXECUTION VERSION
9. GOVERNING LAW AND JURISDICTION
9.1 This Guarantee shall be governed by and construed in accordance with the laws of The State
of Qatar and any disputes in relation thereto shall be referred to the exclusive jurisdiction of
courts of the State of Qatar.
10.1 A person who is not a part to this Guarantee has no right under Article 177 of Qatari Law No.
22 of 2004 or otherwise, to enforce or to enjoy the benefit of any term of this Guarantee
THIS GUARANTEE is executed and delivered on the date stated at the beginning of this Guarantee.
Signed:
Name:
Position:
For and On Behalf of: [GUARANTOR]
Signed:
Name:
Position:
For and On Behalf of: [PROJECT COMPANY]
Page 314
EXECUTION VERSION
SCHEDULE 24
O&M Term Sheet
Page 315
EXECUTION VERSION
Contract Price [●]
The O&M Agreement shall be back-to-back with the relevant provisions

General and of the Project Agreements, including the PPPA
Equivalent Project The Project Company shall ensure that the O&M Agreement includes
Relief an equivalent project relief regime governing the Operator's
entitlement to make claims, and receive relief, under the EPC Contract.
Parties The Project Company and the Operator.
The term of the O&M Agreement (the "O&M Term") commences on

the date of execution of the O&M Agreement and expires on the
twentieth (25th) anniversary of the Project Commercial Operation Date
(provided that if the term of the PPPA is extended, the term of the O&M
Agreement shall be extended accordingly).
The O&M Term will be divided into periods, as follows:

Time for
Completion 1. Mobilization and Early Contract Period: means the period from the
date of execution of the O&M Agreement up to and including the
Project Commercial Operation Date; and
2. Project Operating Period: means the period from the Project

Commercial Operation Date up to and including the last Day of the
O&M Term.
The Operator - Provision of all O&M services including all routine operation,
maintenance, overhaul, specialist repair services to the Project Assets
General in accordance with Project Company's corresponding obligations under
Obligations the PPPA.
During the Mobilization and Early Contract Period, the Operator will
need to recruit and train the O&M Staff (see Staff and Labour below),
develop the administrative, operational, budgetary, accounting,
purchasing, training, environmental compliance and safety
Operator's procedures, obtain necessary licenses, establish an operating office,
and procure the insurance required for this period. The Operator is also
Obligations
required to develop a start-up plan for the Project Assets, schedule,
coordinate and handle receipt of Influent, review and comment on the
Mobilization and
relevant documents, manuals and drawings supplied by EPC
Early Contract Contractor, assist Project Company in taking over the Project Assets,
Period Services take delivery on behalf of the Project Company of various spare parts
and consumables from the EPC Contractor and subcontractors, and
render other services to be more specifically described in an Appendix
to the O&M Agreement to be mutually agreed with Project Company
and in accordance with Project Company's obligations under the PPPA.
Page 316
EXECUTION VERSION
From the Project Commercial Operation Date, the Operator shall

operate and maintain the Plant on a 7-Day per week, 24 hours per Day
basis. The Operator shall manage the receipt of Influent, carry out the
treatment process, use the By-Passes where required to protect the
Plant, take delivery on behalf of the Project Company of various spare
parts and consumables and carry out long term maintenance planning
The Operator - (including scheduling outages and spare parts planning) for the Project
Assets.
General
Obligations The Operator is also required to test the performance of the Project
Assets (including conducting the annual Availability Tests and other
Availability Fees as and when required under the PPPA), perform
scheduled and unscheduled maintenance when necessary, and render
other services as more specifically described in an Appendix to the
O&M Agreement to be mutually agreed with Project Company and in
accordance with Project Company's obligations under the PPPA.
The O&M Agreement shall include a provision addressing Additional

Variations Services requested from time to time by either Project Company or
Operator, subject to mechanism for costing and cost estimating.
Except for those permits expressly agreed to be provided by the Project

Company, the Operator shall obtain all permits, approvals and licenses
Compliance with from the relevant competent authority which are required and
Statutes, necessary for the performance of the O&M Agreement and the Project.
Regulations and
Laws Each Party shall provide to the other Party in a timely and expeditious
manner all reasonable assistance and information in order to permit
the other to obtain the permits for which it is responsible.
Upon the occurrence of an emergency event, the Operator will be

required to (i) promptly take such minimum action as is necessary and
consistent with Good Utility Practice to prevent, avoid or mitigate
injury, damage or loss, (ii) promptly report any such incidents,
Emergencies including the Operator's response thereto, to the Project Company and
(iii) seek the Project Company's approval to any expenditure which the
Operator reasonably estimates may be required in relation to such
emergency event.
The Operator shall contract services or supplies only with

subcontractors from Ashghal's approved list.
The Operator shall ensure that the Project Company's rights under
Assignment and O&M Agreement are fully and properly protected under contracts with
Subcontractors subcontractors and vendors, with the O&M Agreement specifying key
provisions to be included in all material subcontracts.
The Operator remains solely responsible and liable for the non-
performance of any of its subcontractors.
Page 317
EXECUTION VERSION
During the O&M Term, the Operator is entitled (subject to deductions

and penalties) to the following payments:
1. For the Mobilization and Early Contract Period, a fixed monthly

payment, payable in advance to be set forth in an Appendix to the O&M
Agreement; and
The Contract Price 2. For the Operating Period, a fee (the "Annual Fee"), consisting of
(each amount payable in arrears), (a) a fixed amount reflecting
Component B of the Capacity Payment under the PPPA; (b) a variable
monthly payment reflecting Component D of the Output Payment
under the PPPA; and (c) agreed supplemental payments reflecting the
Supplementary Payments received by the Project Company in
accordance with the terms of the PPPA.
The O&M Agreement shall include a deductions and penalties regime

reflecting the PPPA, including reflecting the existing Influent Excuse
Deductions and Events.
Penalties
The Project Company shall be permitted to deduct any deductions and
penalties from the fee otherwise payable to the Operator.
The Project Company shall have a right to set off amounts due or to
Contract Price and
become due, and any claim the Project Company has against the
Payment Operator, against amounts payable to the Operator.
The Operator shall ensure that the necessary O&M staff are on duty at
the STW Facilities at all times, 24 hours a Day and 7 Days a week
throughout the O&M Term.
The Operator shall be responsible for selecting, recruiting, appointing,

Staff and Labour training, instructing and managing the O&M staff necessary to operate,
maintain and repair the Project Assets in accordance with the relevant
initial staffing plan or any subsequent staffing plan, as approved by the
Project Company from time to time in accordance with the O&M
Agreement.
The Operator is required to keep and maintain the Project Assets and
the Project Site free and clear of any lien and will indemnify the Project
Lien Company against all claims incurred by the Project Company with
respect to a breach of such obligation.
The Operator's obligations under the O&M Agreement shall be

guaranteed by an O&M Contractor Support Guarantee in favour of the
Parent Company
Project Company from a creditworthy entity that Controls the O&M
Guarantee Contractor, substantially in the form set out in Appendix A to this
Schedule 24.
Insurance scheme to align with PPPA and be consistent with the

Insurance requirements of the relevant financing documents.
Page 318
EXECUTION VERSION
The O&M Agreement will include liability caps for the Operator
including as follows:
1. during the Mobilization and Early Contract Period, an aggregate cap

equal to the amount of the fee payable during the Mobilization and
Early Contract Period; and
2. during the Operating Period, for each Contract Year, a cap of 100%
Limitation of
of the Annual Fee payable (assuming the Guaranteed Influent
Liability Treatment Capacity is achieved) to the Operator for the relevant
Contract Year.
The caps will be subject to customary exceptions (including gross

negligence, fraud or willful misconduct, liability satisfied by insurance
proceeds, third party indemnification and breach of law or IP and
environmental requirements), which will be set out in the O&M
Agreement.
The Operator's warranties will include typical warranties for an

operator in a sewage treatment project, including as a minimum,
warranties that:
The Operator - (a) the Operator will carry out the Services diligently, without
delay, in a safe and reliable manner, and in accordance with all
General relevant legal requirements and the requirements of the PPPA;
Obligations
(b) the Operator has the required skills, licenses, qualifications
and capacity necessary to perform and will diligently perform
the Services in a timely and professional manner, utilizing
Good Utility Practice.
The O&M Agreement will be governed by and construed in accordance

Law and Language with the laws of the State of Qatar.
Consistent with the terms of the PPPA. Regime to be no more

Change in Law favourable to Operator than the terms of the PPPA.
Consistent with the terms of the PPPA. Regime to be no more

Special Risks favourable to Operator than the terms of the PPPA.
The O&M Agreement will contain dispute resolution provisions which

are consistent with the PPPA.
Claims and
Disputes The parties must continue to perform their obligations under the O&M
Agreement during resolution of the dispute.
The Operator shall comply with all reasonable requests from the
Financing Project Company in connection with the project financing
requirements of the Project, including without limitation entering into
Page 319
EXECUTION VERSION
a direct agreement with the Project Company, the finance parties and
Ashghal.
The O&M Agreement will include typical, bankable and appropriate

provisions found in an international O&M Agreements for sewage
treatment projects, including in relation to the following non-exclusive
list:
(b) termination (including for convenience, and for default, with

cure periods where appropriate, and none where appropriate
(e.g., insolvency, assignment contrary to terms of O&M
Agreement));
(c) representations and warranties;
(d) value added tax;
(e) governing law;
(f) claims for increased cost (which shall be consistent with the
PPPA and include notification requirements that are a
condition precedent to any entitlement by the Operator to
make such a claim);
Miscellaneous
(g) joint and several liabilities, if the Operator is a joint venture or
consortium;
(h) reporting, including a requirement for a monthly overall

review report to the Project Company;
(i) lien waivers (including Company's right to pay liens directly

and set off payment as a debt due);
(j) intellectual property (including grant of an irrevocable, royalty

free license and contractor indemnity for breach); and
(k) assignment.
(l) The Project Company shall have the benefit of step-in rights if
the Operator commits a serious breach of the O&M Agreement.
The Project Company shall be entitled to liquidated damages for sludge

management under the O&M Agreement.
Each bidder shall clarify the legal form of the proposed O&M
contractor.
Page 320
EXECUTION VERSION
Part 1 - Form of O&M Contractor Support Guarantee in relation

to O&M Contractor as per requirements of the O&M Term
Sheet
Dated: 2022
(1) [GUARANTOR]
(2) [PROJECT COMPANY]
O&M CONTRACTOR SUPPORT GUARANTEE
relating to a new 150,000 m3/day sewage treatment plant and other facilities
Page 321
EXECUTION VERSION
THE PARTICULARS
Date of this O&M Contractor Support :

Guarantee (this "Guarantee")
The Guarantor : [NAME] [(registered number [number])][whose

Project Company : [NAME] [(registered number [number])][whose

The O&M Contractor : [NAME] [(registered number [number])][whose

The Contract : the contract dated [DATED] made between the

Project Company and the O&M Contractor in
respect of [insert details of the
development/project, site etc]
Page 322
EXECUTION VERSION
THIS GUARANTEE is made on the date set out in the Particulars
BETWEEN
(1) the Guarantor; and
(2) the Project Company.
BACKGROUND
(A) The Project Company has entered into the Contract with the O&M Contractor.
(B) The Project Company has requested and the Guarantor has agreed to provide a guarantee
("this O&M Contractor Support Guarantee") of the O&M Contractor's obligations under the
Contract.
IT IS NOW AGREED
1. DEFINITIONS; INTERPRETATIONS
The words and expressions defined in the Particulars and this Guarantee shall have the same
meaning throughout this Guarantee and references to the Particulars and clauses are to the
Particulars and clauses of this Guarantee.
2. GUARANTEE
In consideration of the Project Company entering into the Contract, the Guarantor as surety
irrevocably and unconditionally guarantees, as a primary obligation, to the Project Company
the full and due performance of all the obligations of the O&M Contractor under or in
connection with the Contract, provided that the Guarantor shall have no greater liability by
virtue of this Guarantee than it would have had if the Guarantor had been a party to the
Contract in place of the O&M Contractor.
3. REIMBURSEMENT
The Guarantor by this Guarantee indemnifies the Project Company against all losses, damages,
costs and expenses (including legal costs and expenses incurred in enforcing the provisions of
the Contract or this Guarantee), or otherwise which may be incurred by the Project Company
by reason of any breach on the part of the O&M Contractor (including without limitation in
this Guarantee the occurrence of any of the events of insolvency listed in the Contract) in fully
and duly performing and observing the terms and conditions on its part contained in the
Contract.
4. NO DISCHARGE OF LIABILITY
The liability of the Guarantor shall not be discharged or affected in any way by:
Page 323
EXECUTION VERSION
4.1.1 any fact, event or rule of law which, but for this clause 4 might operate to release
in whole or in part the Guarantor from its obligations under this Guarantee
including (without limitation) any novation, assignment, termination of the
Contract (whether automatic or otherwise and whether by reason of the O&M
Contractor's insolvency or otherwise), or any amendment or extension of time or
variation of or under the Contract or any forbearance or forgiveness by the Project
Company of the O&M Contractor;
4.1.2 any total or partial invalidity, illegality or unenforceability of the Contract; or
4.1.3 a legal limitation, disability or incapacity of the O&M Contractor.
This Guarantee creates a continuing guarantee and will remain in force until all the liabilities
of the O&M Contractor under the Contract have been fully satisfied.
6. GUARANTOR'S WAIVER
The Guarantor waives any right it may have of first requiring the Project Company to proceed
against or enforce any claims against any of the parties to the Contract or any other person.
7. GUARANTOR'S DEFENCES
7.1 The Guarantor shall be entitled in any proceedings brought by the Project Company under
this Guarantee to take advantage of any defences set-offs, counterclaims, estoppels and the
like which would be available to the O&M Contractor in any proceedings brought by the
Project Company under the Contract.
7.2 The Project Company agrees that any set-off or counterclaim in respect of monies due or
allegedly due from the O&M Contractor to the Project Company under the Contract which is
taken into account in determining the liability of the Guarantor under this Guarantee or the
calculation of any payment made by the Guarantor to the Project Company pursuant to this
Guarantee is accepted by the Project Company to be a payment made by the O&M Contractor
in full and final discharge of any liability on the part of the O&M Contractor under the Contract
to pay such sum. The Project Company agrees that it shall not commence any action against
the O&M Contractor under the Contract to pursue that same sum or any sum which
represents the same set-off or counterclaim.
8. ASSIGNMENT
8.1 The Project Company is not entitled to assign the benefit of and its rights under this Guarantee.
Page 324
EXECUTION VERSION
9. GOVERNING LAW AND JURISDICTION
9.1 This Guarantee shall be governed by and construed in accordance with the laws of The State
of Qatar and any disputes in relation thereto shall be referred to the exclusive jurisdiction of
courts of the State of Qatar.
10.1 A person who is not a part to this Guarantee has no right under Article 177 of Qatari Law No.
22 of 2004 or otherwise, to enforce or to enjoy the benefit of any term of this Guarantee.
THIS GUARANTEE is executed and delivered on the date stated at the beginning of this Guarantee.
Signed:
Name:
Position:
For and On Behalf of: [GUARANTOR]
Signed:
Name:
Position:
For and On Behalf of: [PROJECT COMPANY]
Page 325
EXECUTION VERSION
SCHEDULE 25
Shared Facilities Agreement Term Sheet
Page 326
EXECUTION VERSION
Ashghal, the Project Company and any third-party which shall

develop, design, build, operate and/or maintain an Expansion
1. Parties Option either as an EPC and/or O&M contractor employed by
Ashghal or as a private developer on a PPP basis (the Expansion
Party).
Definitions given in this term sheet shall have the same meanings
as in the PPPA between the State of Qatar represented by the
Public Works Authority “Ashghal” (Ashghal) and the Project
2. Definitions
Company unless otherwise defined.
Clause references in this term sheet are to clauses in the PPPA.
The Shared Facilities Agreement relates to the common use and,

Scope of Shared if required, the expansion of the Shared Facilities at the Shared
3. Facilities Facilities Site by the Project Company and an Expansion Party,
Agreement in the event that Ashghal exercises an Expansion Option through
a third-party contractor or developer.
The Parties agree that, in the event that Ashghal exercises an

Expansion Option to be executed by an Expansion Party, the
Parties’ respective rights and obligations with regard to
4. General
ownership, access, cost-sharing, use, management, and liabilities
in respect of the Shared Facilities shall be in accordance with the
Shared Facilities Agreement.
The Shared Facilities Agreement shall become effective as of the

date of execution thereof, or such earlier date as may be agreed
by the Parties. It shall expire at the earlier of: (1) the expiry or
5. Term termination of the PPPA; (2) the expiry or termination of any
agreement executed as between Ashghal and the Expansion Party
which would confer their right of use of the Shared Facilities to
the Expansion Party; or (3) the mutual agreement of the Parties.
The Project Company shall maintain primary responsibility over

the Shared Facilities during the Term of the PPPA. In the event
that the PPPA expires or is terminated, and the Shared Facilities
will remain in operation to serve either of the STW Facilities or
Control of Shared any additional facilities constructed under an Expansion Option,
6.
Facilities Ashghal may, at its option, take control of the Shared Facilities,
elect to transfer control of the Shared Facilities to the Expansion
Party, or enter into a new agreement with a third party to operate
and maintain the Shared Facilities. In the event a third-party is
selected to operate and maintain the Shared Facilities following
the expiry or termination of the PPPA, that third party will
Page 327
EXECUTION VERSION
execute a new shared facilities agreement with Ashghal and the

Expansion Party, wherein the Expansion Party’s rights under the
initial Shared Facilities Agreement shall be preserved.
The Project Company acknowledges and agrees that, prior to an

election by Ashghal to exercise an Expansion Option, its capital
expenditure (“CapEx”) and operating expenditure (“OpEx”) costs
are fully compensated through the PPPA. At the time of
procurement of an Expansion Option, Ashghal shall direct a
7. Cost-Sharing
potential Expansion Party to interface with the Project Company
to determine the estimated additional OpEx costs for the Shared
Facilities that would be incurred as a result of the exercise of the
Expansion Option. The Parties will then, within a reasonable
time, agree an appropriate cost-sharing mechanism.
The Project Company acknowledges and agrees that at the time

of procurement of an Expansion Option, Ashghal may grant and
Common
the Project Company shall facilitate the Expansion Party use of
8. access/operational
the Shared Facilities Site and rights therein pursuant to the terms
rights
and covenants of the Shared Facility Site Land Access Agreement
(Schedule 15).
The Project Company acknowledges and agrees that all Influent

Allocation of will be split proportionally, according to the respective capacity
Excess, of the Initial Phase and Expansion Phases, and directed thereto
9. Unterutilised or regardless of the overall level of Influent. At the time of
Reduced Shared procurement of an Expansion Option, the Parties will agree an
Facilities Capacity appropriate cost-sharing mechanism in the event of variations in
flow of Influent.
Operation and The Project Company shall have responsibility for the operation
10. Maintenance of the and maintenance of the Shared Facilities for the duration of the
Shared Facilities Term.
Following exercise of the Expansion Option, the Project Company

Shared Facilities and the Expansion Company shall form a Shared Facilities
11. Governance Governance Committee of suitably qualified and senior
Committee representatives to oversee and manage the shared use of the
Shared Facilities.
Rights and Following exercise of the Expansion Option, the Project Company
Obligations of acknowledges and agrees that it will provide access pursuant to
12.
Parties with Regard the terms of the Shared Facility Site Access Agreement (Schedule
to the interface of 15) for all purposes, including for the construction of the
the Expansion Expansion Phase in addition to agreeing the interface of the
Page 328
EXECUTION VERSION
Phase facilities facilities to be located at the site of the Expansion Phase with the
with the Shared Shared Facilities.
Facilities
The Project Company and the Expansion Party shall indemnify

and hold each other harmless from any losses, liabilities,
13. Indemnities
expenses, and other fees arising out of the other party’s use of and
access to the Shared Facilities and the Shared Facilities Site.
Each party warrants that it will use the Shared Facilities and the
Shared Facilities Site in a safe way and in accordance with Good
14. Warranties Utility Practice and warrants that it will not do anything to
diminish the proper functioning and/or operating capacity of the
Shared Facilities for the duration of the Term.
The Project Company and the Expansion Party shall each provide
in favour of the other a bank guarantee in an amount in an
amount equal to the CapEx of the Shared Facilities and in a form
15. Bank Guarantee acceptable to the other to satisfy the obligations set out in the
Shared Facilities Agreement including inter alia the indemnities
and warranties given. Any bank guarantee shall be reinstated at
the required level in the event that it is called.
The Project Company will be responsible for taking out and

maintaining the necessary insurances in accordance with the
terms of the PPPA. Any increased cost incurred by the Project
Company to insure the Shared Facilities due to an election by
16. Insurance
Ashghal to exercise an Expansion Option with an Expansion
Party shall be included as part of the additional compensation
agreed between the Parties to cover the Project Company’s
additional OpEx.
The Contract will contain dispute provisions in accordance with

the PPPA.
Dispute Resolution
17.
procedure
The Parties must continue to perform their obligations under the
Shared Facilities Agreement during resolution of the dispute.
The Shared Facilities Agreement will include typical, bankable

and appropriate provisions found in shared (common) facilities
18. Miscellaneous agreements for large infrastructure or similar projects, including:
Page 329
EXECUTION VERSION
(b) intellectual property
(c) force majeure (with appropriate and express exclusions);
(d) change in law and governing law; and
(e) assignment.
Page 330
EXECUTION VERSION
SCHEDULE 26
Maximum Principal Amount
Page 331
EXECUTION VERSION
QAR Facility Balance USD Facility Balance

Period Ending Outstanding for Period Outstanding for Period
Ending Ending
Monthly during construction
30-Apr-21 - -
31-May-21 - -
30-Jun-21 - -
31-Jul-21 - -
31-Aug-21 - -
30-Sep-21 - -
31-Oct-21 - -
30-Nov-21 - -
31-Dec-21 180,302,721.08 49,533,714.58
31-Jan-22 181,133,438.89 49,761,933.76
28-Feb-22 212,012,878.53 58,245,296.30
31-Mar-22 292,898,939.23 80,466,741.55
30-Apr-22 333,807,154.53 91,705,262.23
31-May-22 417,945,526.77 114,820,199.66
30-Jun-22 429,615,364.21 118,026,198.96
31-Jul-22 451,088,241.70 123,925,341.13
31-Aug-22 481,246,132.62 132,210,475.99
30-Sep-22 506,792,916.79 139,228,823.29
31-Oct-22 534,105,683.79 146,732,330.71
30-Nov-22 560,402,082.95 153,956,616.20
31-Dec-22 601,400,101.87 165,219,808.21
31-Jan-23 641,317,230.84 176,186,052.43
28-Feb-23 678,965,623.12 186,529,017.34
31-Mar-23 720,327,989.57 197,892,304.83
30-Apr-23 759,444,025.44 208,638,468.53
31-May-23 804,290,710.81 220,958,986.49
30-Jun-23 832,515,260.34 228,712,983.61
31-Jul-23 871,319,401.92 239,373,462.07
31-Aug-23 923,746,060.14 253,776,390.15
30-Sep-23 982,199,573.28 269,835,047.61
31-Oct-23 1,045,411,012.04 287,200,827.48
30-Nov-23 1,104,680,082.10 303,483,539.04
31-Dec-23 1,146,209,414.74 314,892,696.36
31-Jan-24 1,194,245,311.71 328,089,371.35
29-Feb-24 1,242,943,639.82 341,468,032.92
31-Mar-24 1,312,161,697.09 360,483,982.72
30-Apr-24 1,390,851,879.85 382,102,164.79
31-May-24 1,461,382,732.19 401,478,772.58
30-Jun-24 1,529,576,847.57 420,213,419.66
31-Jul-24 1,609,061,702.97 442,049,918.40
Page 332
EXECUTION VERSION

Ending Ending
31-Aug-24 1,651,291,453.58 453,651,498.24
30-Sep-24 1,699,797,389.25 466,977,304.74
31-Oct-24 1,734,322,862.98 476,462,324.99
30-Nov-24 1,767,460,643.42 485,566,110.83
31-Dec-24 1,802,665,556.75 495,237,790.32
31-Jan-25 1,835,891,375.13 504,365,762.40
28-Feb-25 1,853,642,814.01 509,242,531.32
31-Mar-25 1,892,533,404.55 519,926,759.49
Quarterly during Operations
30-Jun-25 1,892,533,404.55 519,926,759.49
30-Sep-25 1,875,511,823.96 515,250,501.09
31-Dec-25 1,859,010,609.37 510,717,200.38
31-Mar-26 1,842,475,228.43 506,174,513.31
30-Jun-26 1,827,618,507.12 502,092,996.46
30-Sep-26 1,810,446,400.99 497,375,384.89
31-Dec-26 1,793,742,123.28 492,786,297.60
31-Mar-27 1,880,281,536.00 516,560,861.54
30-Jun-27 1,869,910,756.13 513,711,746.19
30-Sep-27 1,856,732,788.68 510,091,425.46
31-Dec-27 1,843,459,567.73 506,444,936.19
31-Mar-28 1,830,256,295.83 502,817,663.69
30-Jun-28 1,819,497,378.00 499,861,917.03
30-Sep-28 1,805,909,323.60 496,128,935.06
31-Dec-28 1,792,208,485.97 492,364,968.67
31-Mar-29 1,778,791,089.36 488,678,870.70
30-Jun-29 1,767,577,957.01 485,598,339.84
30-Sep-29 1,753,513,004.08 481,734,341.78
31-Dec-29 1,739,329,874.02 477,837,877.48
31-Mar-30 1,725,440,937.15 474,022,235.48
30-Jun-30 1,713,507,260.23 470,743,752.81
30-Sep-30 1,698,718,246.16 466,680,836.86
31-Dec-30 1,683,790,918.87 462,579,922.77
31-Mar-31 1,669,122,199.60 458,550,054.84
30-Jun-31 1,656,626,053.38 455,117,047.63
30-Sep-31 1,641,250,202.33 450,892,912.73
31-Dec-31 1,625,729,763.81 446,629,055.99
31-Mar-32 1,610,256,961.98 442,378,286.26
30-Jun-32 1,597,162,746.14 438,780,974.21
30-Sep-32 1,581,166,241.18 434,386,329.99
31-Dec-32 1,564,967,086.14 429,936,012.67
31-Mar-33 1,548,959,986.52 425,538,457.84
Page 333
EXECUTION VERSION

Ending Ending
30-Jun-33 1,535,068,899.69 421,722,225.19
30-Sep-33 1,518,246,670.00 417,100,733.52
31-Dec-33 1,501,284,717.96 412,440,856.58
31-Mar-34 1,505,372,723.74 413,563,935.09
30-Jun-34 1,491,082,161.96 409,637,956.58
30-Sep-34 1,473,847,675.73 404,903,207.62
31-Dec-34 1,456,466,241.19 400,128,088.24
31-Mar-35 1,439,461,282.01 395,456,396.16
30-Jun-35 1,424,312,122.70 391,294,539.20
30-Sep-35 1,406,205,027.83 386,320,062.59
31-Dec-35 1,387,800,846.50 381,263,968.82
31-Mar-36 1,369,192,569.11 376,151,804.70
30-Jun-36 1,352,900,222.14 371,675,885.20
30-Sep-36 1,333,615,314.05 366,377,833.53
31-Dec-36 1,314,156,678.40 361,032,054.50
31-Mar-37 1,295,091,988.04 355,794,502.21
30-Jun-37 1,278,052,503.28 351,113,325.08
30-Sep-37 1,258,001,247.74 345,604,738.39
31-Dec-37 1,237,766,389.09 340,045,711.29
31-Mar-38 1,217,935,767.28 334,597,738.26
30-Jun-38 1,200,100,517.07 329,697,944.25
30-Sep-38 1,179,233,543.99 323,965,259.34
31-Dec-38 1,158,172,841.57 318,179,352.08
31-Mar-39 1,137,527,143.15 312,507,456.91
30-Jun-39 1,118,857,033.75 307,378,305.97
30-Sep-39 1,097,134,448.33 301,410,562.73
31-Dec-39 1,075,207,830.47 295,386,766.61
31-Mar-40 1,053,391,515.56 289,393,273.51
30-Jun-40 1,033,843,817.52 284,023,026.79
30-Sep-40 1,011,221,798.11 277,808,186.29
31-Dec-40 988,344,697.63 271,523,268.58
31-Mar-41 979,605,368.47 269,122,353.97
30-Jun-41 959,134,084.50 263,498,374.86
30-Sep-41 935,566,773.57 257,023,838.89
31-Dec-41 911,775,267.65 250,487,710.89
31-Mar-42 888,437,500.23 244,076,236.33
30-Jun-42 867,002,399.18 238,187,472.30
30-Sep-42 842,448,607.05 231,441,925.01
31-Dec-42 817,659,872.54 224,631,833.12
31-Mar-43 793,339,368.11 217,950,375.85
30-Jun-43 770,899,299.07 211,785,521.72
Page 334
EXECUTION VERSION

Ending Ending
30-Sep-43 745,317,113.02 204,757,448.63
31-Dec-43 719,489,004.12 197,661,814.32
31-Mar-44 693,778,304.97 190,598,435.43
30-Jun-44 670,275,381.51 184,141,588.33
30-Sep-44 643,605,773.25 176,814,772.87
31-Dec-44 616,678,772.70 169,417,245.25
31-Mar-45 590,250,909.08 162,156,843.15
30-Jun-45 565,644,286.06 155,396,781.89
30-Sep-45 537,845,589.52 147,759,777.34
31-Dec-45 509,747,375.54 140,040,487.79
31-Mar-46 482,111,888.23 132,448,320.94
30-Jun-46 456,275,259.79 125,350,346.10
30-Sep-46 427,221,568.49 117,368,562.77
31-Dec-46 397,890,024.73 109,310,446.35
31-Mar-47 369,096,898.86 101,400,246.94
30-Jun-47 342,064,977.45 93,973,894.90
30-Sep-47 311,789,496.39 85,656,455.05
31-Dec-47 281,237,913.97 77,263,163.18
31-Mar-48 250,805,071.33 68,902,492.12
30-Jun-48 222,527,981.43 61,134,060.83
30-Sep-48 190,979,815.20 52,466,982.20
31-Dec-48 159,229,081.87 43,744,253.26
31-Mar-49 127,956,231.47 35,152,810.84
30-Jun-49 98,391,329.38 27,030,584.99
30-Sep-49 65,526,892.89 18,001,893.65
31-Dec-49 32,536,655.62 8,938,641.65
The amounts set forth in the foregoing table shall be subject to amendment as follows:
(a) As a result of any amendment following a Refinancing which is approved by Ashghal in accordance
with Clause 13.4 of the Agreement;
(b) On any Calculation Date, the balance set forth in opposite such Calculation Date shall be increased
by:
(i) The principal amount outstanding under the revolving credit facility for borrowings by the
Project Company to finance its general working capital requirements up to the amount of such
revolving credit facility specified in the Financial Model;
(ii) The principal amount outstanding under the cost overrun facility in effect on the Closing Date
and any other loan facility for borrowings by the Project Company to finance:
(A) Increased Costs for which the Company has received, or is entitled as of the Calculation
Date to, relief in accordance with Clause 16 (Increased Costs or Savings); and
(B) Any costs incurred by the Project Company as a result of the occurrence of a Natural
Force Majeure Event in order to comply with its obligations under the Project
Page 335
EXECUTION VERSION
Agreements or the Finance Documents;

(iii) Any principal amount outstanding under the Finance Documents in effect on the Closing Date
constituting commission capitalized by agreement between the Project Company and the
Finance Parties following an event of default under the Finance Documents caused by:
(A) The late payment or non-payment by Ashghal of Capacity Payments; or
(B) Any Natural Force Majeure Event to the extent the Project Company has received, or is
entitled as of the Calculation Date to, an extension of the Term in accordance with Clause
15.9(a).
(iv) Any principal amount outstanding under the Finance Documents in effect on the Closing Date
rescheduled by agreement between the Company and the Finance Parties following an event
of default under the Finance Documents caused by:
(A) The late payment or non-payment by Ashghal of Capacity Payments; or
(B) Any Natural Force Majeure Event to the extent the Company has received, or is entitled
as of the Calculation Date to, an extension of the Term in accordance with Clause 15.9(a).
Page 336
EXECUTION VERSION
SCHEDULE 27
List of Independent Experts
No. Independent Expert Options
WSP
1. Lender Technical Advisor (LTA) Fichtner
Parsons
Jacobs
Stantec (MWH)
2. Design Consultant EGIS
Atkins
WSP
3. Owner’s Engineer Stantec (MWH)
EGIS
KMZ International
4. Project Environmental and Social Impact Assessment Consulting
advisor (ESIA) GHD
5. Lenders Legal Advisor (LLA) Pinsent Masons
6. Sponsors Legal Advisor (SLA) Norton Rose Fulbright
7. Financial Advisor (FA) Synergy Consulting
8. Lenders Insurance Advisor (LIA) MARSH
9. Sponsors Legal Advisor (SIA) WTW
Page 337
EXECUTION VERSION
SCHEDULE 28
Amendment Agreement
Page 338
EXECUTION VERSION
DATED 2022
PUBLIC WORKS AUTHORITY "ASHGHAL"

AND
[●]
AMENDMENT AGREEMENT
TO THE PPPA
relating to
Al Wakra & Al Wukair Sewage Treatment Plant
Page 339
EXECUTION VERSION
THIS AMENDMENT AGREEMENT (this "Amendment") is made on 2022
BETWEEN:
(1) The Public Works Authority "Ashghal", a representative body of the Government of the
State of Qatar ("Ashghal"); and
(2) [PROJECT COMPANY] (the "Project Company"),
(each a "Party" and together the "Parties").
BACKGROUND:
A The Parties entered into a PPPA dated ______________ (the "PPPA").
B The Parties have agreed to amend the PPPA as set out in this Amendment due to the
finalisation of the Project Company's interest rate hedging strategy.
IT IS AGREED:

1.1 Definitions
Capitalised terms used but not defined in this Amendment shall have the same
meaning as those given to them in the PPPA.
1.2 Interpretations
The rules of interpretation set out in clause 1.2 (Interpretation) of the PPPA shall
apply to this Amendment as if set out in this Amendment with the necessary
amendments being deemed to have been made.
2. AMENDMENTS TO THE PPPA

In accordance with clause 24.2 (Amendments) of the PPPA, Ashghal and the Project
Company agree that with effect from the date of this Amendment, the PPPA shall be
amended as follows:
2.1 Tariff adjustment
2.1.1 Clause A.1 of Attachment A (Agreed values for payment calculation) of

Schedule 11 (Payment Mechanism) to the PPPA shall be deleted and
replaced with the following:
Page 340
EXECUTION VERSION
2.1.1.1 Capital Cost Recovery Charge Rate
The Capital Cost Recovery Charge

Rate for Project (CCRP) to be
CCRP = [●] QAR / Day
used in the calculation of
Component A is:
Rate for STW Facilities
CCRSTWF = [●] QAR/m3
(CCRSTWF) to be used in the
calculation of Component A is:
Rate for Screen Shaft (CCRSS) to
CCRSS = [●] QAR/m3
be used in the calculation of
Component A is:
Rate for Pump Shaft (CCRPS) to
CCRPS = [●] QAR/m3
be used in the calculation of
Component A is:
Rate for TSE Pump Station
CCRTSEPS = [●] QAR/m3
(CCRTSEPS) to be used in the
calculation of Component A is:
Percentage of Total Project Cost
that is attributable to STW CSTWF = [●] %
Facilities (CSTWF)
that is attributable to Screen Shaft CSS = [●] %
(CSS)
that is attributable to Pump Shaft CPS = [●] %
(CPS)
that is attributable to TSE Pump CTSEPS = [●] %
Station (CTSEPS)
2.1.1.2 CCRSTW, CCRSS, CCRPS and CCRTSEPS are expressed as single

level charge rates applicable throughout the Project Commercial
Operation Period, subject to adjustments for fluctuation of
the USD/ QAR exchange rate in accordance with Section 2
(Adjustment of Capital Cost Recovery Charge Rate) of
Appendix E (Indexation/ Exchange Rate Adjustment) of
Schedule 11 (Payment Mechanism).
2.1.1.3 The foreign portion of CCRSTWF (YCCRSTWF), CCRSS

(YCCRSS), CCRPS (YCCRPS) and CCRTSEPS (YCCRTSEPS)
Page 341
EXECUTION VERSION
is indexed to the Reference Exchange Rate according to the

following percentages for each Contract Year:
YCCRSS YCCRPS YCCRTSEPS

YCCRSTWF (Foreign
(Foreign (Foreign (Foreign
Contract Year Portion of
Portion of Portion of Portion of
CCRSTWF)
CCRSS) CCRPS) CCRTSEPS)
Contract Year 1 [●]% [●]% [●]% [●]%
Contract Year 2 [●]% [●]% [●]% [●]%
Contract Year 3 [●]% [●]% [●]% [●]%
Contract Year 4 [●]% [●]% [●]% [●]%
Contract Year 5 [●]% [●]% [●]% [●]%
Contract Year 6 [●]% [●]% [●]% [●]%
Contract Year 7 [●]% [●]% [●]% [●]%
Contract Year 8 [●]% [●]% [●]% [●]%
Contract Year 9 [●]% [●]% [●]% [●]%
Contract Year 10 [●]% [●]% [●]% [●]%
Contract Year 11 [●]% [●]% [●]% [●]%
Contract Year 13 [●]% [●]% [●]% [●]%
Contract Year 14 [●]% [●]% [●]% [●]%
Contract Year 15 [●]% [●]% [●]% [●]%
Contract Year 16 [●]% [●]% [●]% [●]%
Contract Year 17 [●]% [●]% [●]% [●]%
Contract Year 18 [●]% [●]% [●]% [●]%
Contract Year 19 [●]% [●]% [●]% [●]%
Contract Year 20 [●]% [●]% [●]% [●]%
Contract Year 21 [●]% [●]% [●]% [●]%
Contract Year 22 [●]% [●]% [●]% [●]%
Contract Year 23 [●]% [●]% [●]% [●]%
Contract Year 24 [●]% [●]% [●]% [●]%
Contract Year 25 [●]% [●]% [●]% [●]%
2.1.1.4 Fixed O&M Cost Recovery Charge Rate
Page 342
EXECUTION VERSION
Fixed O&M Cost Recovery Charge Rate for FOMRP = [●] QAR/Day
Project
Fixed O&M Cost Recovery Charge Rate for STW FOMRSTWF = [●] QAR/m3
Facilities
Fixed O&M Cost Recovery Charge Rate for FOMRSS = [●] QAR/m3
Screen Shaft
Fixed O&M Cost Recovery Charge Rate for FOMRPS = [●] QAR/m3
Pump Shaft
Fixed O&M Cost Recovery Charge Rate for TSE FOMRTSEPS = [●] QAR/m3
Pump Station
2.1.1.5 FOMRSTWF, FOMRSS, FOMRPS and FOMRTSEPS are

expressed as single level charge rates applicable throughout
the Project Commercial Operation Period, subject to
adjustments for fluctuation of the USD/ QAR exchange rate
in accordance with Section 3 (Adjustment of Fixed O&M Cost
Recovery Charge Rate) of Appendix E (Indexation/
Exchange Rate Adjustment) of Schedule 11 (Payment
Mechanism).
2.1.1.6 The foreign portion of FOMR is indexed to the Reference

Exchange Rate according to the following percentages:
YFOMRSTWF = Foreign portion of FOMRSTWF
YFOMRSTWF = [o]%
YFOMRSS = Foreign portion of FOMRSS
YFOMRSS = [o]%
YFOMRSS = Foreign portion of FOMRPS
YFOMRPS = [o]%
YFOMRSS = Foreign portion of FOMRTSEPS
YFOMRTSEPS = [o]%
Page 343
EXECUTION VERSION
2.2 [Maximum Principal Amount]14
[The table set out in Schedule 26 (Maximum Principal Amount) to the PPPA shall be deleted
and replaced with the table in Schedule 1 to this Amendment.]
2.3 [Financial Model]15
[With effect from the date of this Amendment, all references in the PPPA to the Financial
Model shall be deemed to be references to [⧫].]
3. CONTINUING EFFECT
Ashghal and the Project Company agree that the terms and conditions of the PPPA and each
Schedule thereto, as amended by this Amendment, shall remain in full force and effect.
4. GOVERNING LAW
This Amendment shall be governed by and construed in accordance with the Laws of the State
of Qatar.
5. MISCELLANEOUS
Clauses 23 (Dispute Resolution) and 24 (Miscellaneous) of the PPPA shall apply to this
Amendment as if set out in this Amendment with the necessary amendments being deemed
to have been made.
[Remainder of page intentionally blank. Signature page follows.]
14
Delete if the results of the hedging do not necessitate changes to Schedule 26.
15
Delete if the results of the hedging do not necessitate changes to Schedule 26.
Page 344
EXECUTION VERSION
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this
Amendment to be executed by their duly authorised representatives as of the date first written
above.
PUBLIC WORKS AUTHORITY
By: _________________________________
Name:
Title:
Witnessed:
By: _________________________________
Name:
Title:
Witnessed:
By: _______________________________
Name:
Title:
[PROJECT COMPANY]
By: _________________________________
Name:
Title:
Witnessed:
By: __________________________________
Name:
Title:
Page 345
EXECUTION VERSION
Witnessed:
By: ________________________________
Name:
Title:
Page 346
EXECUTION VERSION
SCHEDULE 1:
Maximum Principal Amount
Period Ending QAR Facility Balance USD Facility Balance

Outstanding for Period Outstanding for Period
Ending Ending
* Each of the Parties agrees that, subject to the prior written approval of Ashghal, this Schedule
shall be adjusted by mutual agreement upon any Refinancing amendment agreement entered
into by and between Ashghal and the Project Company.
** The Principal Amount shall be further adjusted to reflect outstanding standby Senior Debt
obligations as of the Calculation Date.
*** On any Calculation Date the balance set forth opposite such Calculation Date shall be
increased by the principal amount outstanding under the working capital facility for
borrowings by the Project Company to finance its general working capital requirements up to
the amount of such revolving credit facility specified in the Financial Model.
Page 347
EXECUTION VERSION
SCHEDULE 29
Form of Handback Security
Page 348
EXECUTION VERSION
SPECIMEN FORM OF HANDBACK SECURITY*
[TO BE ISSUED ON GUARANTOR (A BANK LICENSED TO CONDUCT BUSINESS IN THE STATE

OF QATAR) LETTERHEAD OR SWIFT IDENTIFIER CODE]
1. TYPE OF GUARANTEE: <Specify Tender Guarantee, Advance Payment

Guarantee, Performance Guarantee, Retention Guarantee, Framework Guarantee,
Material Guarantee etc.>
3. THE GUARANTOR: <Guarantor to insert name and address of place of issue,

unless indicated in the addressee field above>
4. THE APPLICANT: <Tenderer to insert name, Commercial

Registration/Commercial License number and address>
5. THE BENEFICIARY: Public Works Authority, Al-Faisal Tower 1, West Bay, Doha.
P.O. Box 22188, State of Qatar (the "Authority").
6. THE UNDERLYING RELATIONSHIP: The Applicant's obligation in respect of

<Insert Project Title and Project ID, Tender No. or Contract No.>
7. GUARANTEE AMOUNT AND CURRENCY: QAR <Insert the guaranteed

amount in numbers> (Qatari Riyals <Insert the guaranteed amount in words>
8. ANY DOCUMENT REQUIRED IN SUPPORT OF THE DEMAND FOR

PAYMENT, APART FROM THE SUPPORTING STATEMENT:
None
9. LANGUAGE OF ANY REQUIRED DOCUMENTS: Any notice or demand given

or made by the Authority (the "Beneficiary") or the Guarantor relating to this
Guarantee shall be in Arabic (may be translated to English)
10. FORM OF PRESENTATION: <Insert paper or electronic form. If paper, indicate

mode of delivery. If electronic, indicate, the format, the system for data delivery and
the electronic address for presentation>
Page 349
EXECUTION VERSION
11. PLACE OF PRESENTATION: <Guarantor to insert address of branch where a

paper presentation is to be made or, in the case of an electronic presentation, an
electronic address such as the Guarantor's SWIFT address. If no Place of
presentation is indicated in this field, the Guarantor's place of issue indicated above
shall be the Place for presentation>
12. EXPIRY OF GUARANTEE: <Insert expiry date as determined in accordance

with clause 7 of the Agreement>
13. THE PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES: The
Applicant
As Guarantor, we hereby irrevocably undertake to pay the Beneficiary regardless of

any objection whatsoever. any amount up to the Guarantee Amount upon
presentation of the Beneficiary's complying demand, in the form of presentation
indicated above, supported by such other documents as may be listed above and in
any event by the Beneficiary's statement, whether in the demand itself or in a separate
signed document accompanying or identifying the demand, indicating in what
respect the Applicant is in breach of its obligations under the Underlying Relationship.
Any demand under this Guarantee must be received by us on or before Expiry of

Guarantee at the Place for presentation indicated above.
This Guarantee is subject to the Uniform Rules for Demand Guarantees

(URDG) 2010 revision. ICC Publication No. 758.
A guarantee is by its nature independent of the underlying relationship and the

application, and the guarantor is in no way concerned with or bound by such
relationship. A reference in the guarantee to the underlying relationship for the
purpose of identifying it does not change the independent nature of the guarantee.
The undertaking of a guarantor to pay under the guarantee is not subject to claims or
defences arising from any relationship other than a relationship between the
guarantor and the beneficiary as described in the form of the guarantee.
of the Guarantor
_________________________________
* NOTE: This Specimen Form is provided in two versions i.e. in Arabic and English language. The
Project Company shall choose to submit the guarantees in either version.
Page 350
EXECUTION VERSION

Ashghal ISTP - PPP Agreement (144180259.11)

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Ashghal ISTP - PPP Agreement (144180259.11)

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AL WAKRA & AL WUKAIR

SEWAGE TREATMENT PLANT

Public Works Authority “Ashghal”

Al Wakra Water Company WLL

6.3 Construction Submission and Reporting Requirements ........................................... 74

10.5 Disputed Payments .................................................................................................... 102

17.4 Ashghal Event of Default ........................................................................................... 130

24.5 Consent to Action and Enforcement ......................................................................... 161

THIS PUBLIC PRIVATE PARTNERSHIP AGREEMENT (“PPPA”) is entered into in Doha,

(B) On _________________ Ashghal issued a letter of award to the Consortium, formally

1. DEFINITIONS AND INTERPRETATION

Company's failure to demonstrate to Ashghal its ability to perform its obligations

(i) a persistent failure of the Project Company to perform its obligations

and Abandons shall be construed accordingly;

Acceptance Certificate means each of the certificates issued by Ashghal upon

Additional Deduction Event means Additional Deduction Event – Back-up Power,

Additional Deductions has the meaning given to it in sections 2 and 3 of Schedule 11

Adverse Person means:

Affected Party has the meaning given to it in Clause 15.5(a) (Obligations);

Approvals means all such permits, licences, consents, authorisations, approvals,

Archaeological Items means articles of archaeological value, interest or antiquity,

As-Built Drawings Register means a complete and comprehensive register of As-Built

Ashghal Risk Event means the following events or circumstances:

(c) a failure or delay by Kahramaa to assume control of the Kahramaa Facilities in

(e) a violation by Ashghal or any of its subcontractors of applicable Legal Requirements

(except to the extent the presence of such Unforeseeable Artificial Underground

(i) prior to the Project Commercial Operation Date, Ashghal is required to

(ii) Ashghal is required to remove or render non-hazardous pursuant to

except to the extent the presence of such Hazardous Substances is attributable to a

but only if and to the extent that:

Availability Certificate means a certificate to be issued by Ashghal to the Project Company

Availability Testing shall be construed accordingly;

Monitoring Requirements) prepared and submitted by the Project Company pursuant to

basis, in conformity with the Guaranteed Output Performance Requirements as demonstrated

Bid Submission Date means 18 February 2020;

Billing Period means:

(b) each successive period of one (1) Month thereafter, and

Capacity Payment has the meaning given to it in Schedule 11 (Payment Mechanism);

Capital Maintenance means replacement or maintenance of Major Equipment performed

Change in Legal Requirements means any of the following events:

(a) the introduction, adoption, enactment or promulgation of any new Legal

(i) occurs after the Bid Submission Date; and

(iii) results in change in or repeal of any of the requirements for the

Commercial Operation Certificate means the certificate to be issued by Ashghal setting

Competent Authority means the Government, or any ministry, department or political

(i) operations and maintenance manuals and other technical documentation

(iv) detailed technical documents (including electronic files) related to the

(v) Plant and equipment warranties;

Confidential Information has the meaning given to it in Clause 24.6(e) (Confidentiality);

Construction Programme means the construction schedule that is prepared, submitted,

Consultancy Services Agreement means a consultancy services agreement to be entered

and Controlled shall be construed accordingly;

Daily shall be construed accordingly;

Electricity Metering Station means the electricity metering system installed, or to be

Electricity Payment has the meaning given to it in sections 2 and 3 of Schedule 11

Environmental Condition means a condition or circumstance resulting from one or more

(a) a non-compliance with any Environmental Legal Requirements;

(b) the spilling, leaking, discharge, escape or migration of or exposure to Hazardous

(c) pollution, contamination, damage or harm of or to the environment or Project

which condition or circumstance:

(i) is not in compliance with, or is required to be remedied under, Environmental Legal

(ii) gives rise to a liability under any Environmental Legal Requirements; or

(iii) results in a loss arising from an exposure to any Hazardous Substances;