Gas Suply areemant ae ated: Af apt 2035(Gas Supply Agreement ‘This Gas Supply Aereement (ths “Agreement is entered into on this ay of pil 2015, between Enemalta ple, pubic limited labilty company egstered under and by virtue ofthe laws of Malta having its registered office at Tria Belt i: Hazna, Marsa MRS 1571, Malt and bearing cormpony registration number 55836, represented hereon by Frederick Azzopardi, holder of Maltese identity ‘ard number 152076M, as duly authorised by virtue of 2 resolution of the bard of directors (hereinafter refered to 2¢"Enemalta), and Electrogas Malta Limited, a private inte labilty company registered under and by virtue of the laws of Maite, having Is eepstered office at Level 3, Portomaso Business Tower, Potomaso, St Julian's, Malta and bearing company eeysteation number C50775, represented heteon by ME Michael Kans, holder of passport number PB68E9757 and Mr. Geshard Brenner, tlder of Austan identity card number 10878375, a5 duly authorised by virtue ofa resolation of the board of directors (hereinafter refered toa the “Company”) ach of which “Party” and collectively the “Paris” were: ‘A. Enemata has isued a call for tenders through a competitive tendering process for the purchase of Gas and elect a order to meet current and projected wer demand in 3 ‘fe, lable and economic manner 1B. The Promote as proposed to supply Gas and electricity to Enemala To be in a postion to supply Gas to Enemala, the Promoter has prposed to design, engineer, construc, nance, own, operate and maintain the Gas Fates at the Leased Premises, to meet the supply, safety and secutty requements in the Transaction Aareements 1. Alter evaluation of the proposals received Enemalta has, on the bass of offering the least, fost energy, timely deveres and, over the long term, good heath, safety and ‘environmental performance and reliability, selected the offer made bythe Promoter to supply Gas and eneray through the Company; The Promoter has executed a share purchase agreement pursiant to which it acquired the Ordinary Share Capital ofthe Company; The Company wil supply the required Gas and Gas Avallabiity to Enemate through the Gas Faclities in return for payment by Enematea of the Tarif pusvant tthe terms and conditions ofthis Agreement; 6. _Enemita has agreed to purchase Gas from the Company, forthe purposes of operating Delimara 3, in accordance with the term and conditions heel, anda {6s Supply Agreement Enemaltaacknowlees that i is entering into this Agreement to enable it to arty 00 its business of supplying electricity tots customers from time to time and that the provision by ‘the Company to Enemalta ofthe Gae wil esi tin carrying out ts business. Now, therefore, In consdertion of the mutual covenants contained herein, the Parties agree a fellows Definitions and interpretation Defintons In this Agreement capitalized words and expression shall have the meanings gven thereto inthe implementation Agreement and the folowing trms and expressions shal, unless the Content otherwise requires have the meaning ascribe to them hereunder Acceptable Gas Facies ‘average avaabiity Aggregate Deemed Gas ‘ualabity Pesos rgreement Bare Base Variable Operating Cost, Business Day Calendar Year Company Gas Quality Testing Procedures Construct means 95%) means the aggregate duction of all Osemed Gar ‘valablity Periods pursuant to Clause 7; means ths agreement together with the Schedules, appendices, annexes and documents attached hereto, 25 ‘may be amended or supplemented fam ime to time ‘means each consecuthe period of rwele (12) months commencing onthe Gas Avaiabilty Date; means bar gauge, which s a unit of pressure equal 19 100493; means the base variable operating cost in acordance ‘ith Schedule means any day other than a Saturdy, Sunday or Publirationa holy in Malta; means a Year commencing at 0000 hous on 1 January 2nd ending at 24:00 hours on 31 December has the meaning assigned tot in Clause 123; ‘means to investigate, survey, design, engineer, procure, Construct, install test, commision snd o other things in accordance with the standards of a Reasonable andcoordination cedures ‘Deemed Gas Avalbity Date ‘Deemed Gas Availity Pevios Delay tos Dele Period Delinara3 Delimara 3 Phase 1 Delimara 3 Phase 2 Delmar & Delay tO cas Supply Rgreement Prudent Operator and the requirements of the Implementation Agreement and ‘Construction’ shall be construed accordingly: means the procedures referred to in Clase 11.2.1 to be developed and agreed upon by the Portis, 0° failing Such agreement, determined by the Expert in sccordance with the provisions of Clause28; has the meaning assigned to tin Cause 7.2; means, inrlation to a Rell Event, a¢ Enema Rik Event, or an Uninsrable Risk Evett, the period begining on the Deemed Gas Availabilty Date and lasting fora period of time equal tothe duration of the relevant Delay Period; ‘means Delimara 4 Delay LDs and Gas Facies Olay LD means the period by which a deadline hit the Company ie obligated to meet pursuant to thi Agreement & fevtended in accordance with the mplementation Agreement due toa Reif Even, an Enemalta Rsk Event fran Unineurble Risk Event means the Delimare 3 power plant comprising eight eset engine generating units and a steam turbine Including ll interface equipment and any other facilities (or equipment required to, inter ali, aezpt Gas at the Delimara 3 Conmection Point; means the delivery point to which the Company is Feauired to deliver Gas pusuant tothe texms of this Aerocrent, as described in Sedule Band located at the point Mlentfies as TPS in SeheduleF Drawing D8S- xe-002; means the first four diesel engines of Delmara 3 converted to Gas andgaso fel operation; ‘means all eight dese engines of Delirara 3, the fst {our of which are converted to Gas and gasoll fuel ‘operation (Gelimara 3 Phase 1) and the second four of ‘which ate converted to Gas operation; has the meaning assigned to it in the Power Purchase ‘ereementDelimara 4 Performance ts Delivery Pressure Delivery Pressure Limits Demonstrated Gas Avaabilty Duly Completed Enamalta Commissioning as Supply Agreement has the meaning asiged to It in the Power Purchase ‘areement, means the pressure at which Company makes avalable and Enemalta takes Gas a the Deimare 3 Connection Point; means the maximum and minimum Deivery Pressures for Deliara 3a set out in Schedule H to the Implementation Agreement: means, in respect of each Hour: (al the Tendered Gas Avaiaiiy in cespect of any (0) the Gas Avalaity i less than the. Gas Facies Phase 1 Acceptance Tests Avallblity (atter the Phase 1 Gas Delivery Oate but prior 12 the Phase 2 Gas Delvery Date) or the Gas Faclities Phase 2 Acceptance Tests Availablity {after the Phase 2 Gas Delivery Date, the total {Gas Avail ofthe Gas Facts (expressed in rmmBTUh), save that, the Gas Facies have received 2 roper Nomination t operate for 3 ‘complete Hour and the Metered Gas Avalbiity for that Hour i less than both ofthe Tendered 6s Avalblty and ninety-five percent (959) of the Hourly Average Gas Nomination, the ‘Demonstrated Gas Availabilty shall be deemed to be the average Metered Gas Availity of ‘the Gas Fates in that Hour, provided for the purposes ofthis paragraph (tothe extent the ‘apablty of the Gas Fait to make Got {vallble atthe Delmara 3 Convection Point is ‘ected by an Enemaka Rsk Event, an Uninsuable Rsk Event or 2 Rel Event, the Demonstrated Gas Avaiablity shall be deerned tobe equal to the Tendered Gas vaabity. means the completion of any Test in azordance with the procedures specified in Schedule A and otherwise in accordance with the provisions of ths Agreement ‘means Enemalta carrying out commissioning and tests (0 Oelara 3, following conversion of Delimara 3 to ‘operate on dual fuel, ncuding Gas that provide inEnergy Delivery Date Expert Fist Gas Date Fiscal Metering system Foreed Outage ‘Gas Supply Agreement accordance with the terms ofthis Agreement; has the meaning assigned to tn the Power Purchase Agreement ‘means any Person appointed pursuant toClause 28; means the date on whlch the condtons hi Clause 4.3 are fullled andthe Gas Facies ae able to delver Gas to Delimara’ 3 at the Delimara 2 Connection Point in compliance with the Deliara 3 Gas Speciation, dharegaecing (a) _anyinabity of Enemata to receiver take delivery [oF Ga at the Delimara 3 Connection Point, unless ue to failure by the Company to perform its obligations pursuant to. the Transaction Dereements except any inablity caused. by outages of Delimara 3 due to a fare of the Company to delver Gas to the Delmara 3 Connection Point a accordance withthe Delmara 5362s Specifications) or 2 Natural Force Majeure ‘vent affecting the Company and (b) any tnabity of the company to complete Construction of the Dalinara 3 Connection Point et an actor omission af enemate means the one hundred per cent (100%) redundant ical metering system, owed and installed by the Company, fonssting of dual backup low meters, dual Gas Chromatograph (GC) system and computer system, all compliant with the requirements of 150 7871 and of Schedule , together with the correspanding (remote) ata handing. systems, and needed for the determination of energy amounts fr tiling purposes or ontroling of ether contract parameters which shall be used to determine the quantty and quality of Gas Eneray provided to Delmara 3 rom the Gas Facies: means, ia respect of the Gas Facies, any period In Uihich the Gas Facies are unable to operate at oF above eighty percent (80%) of the Gas Fates Phase 2 Acceptance Tests Araby, save where any such Inability is due to) lief Event; 0) @ Non-Compliant Nomination; (li) an Enematta Rsk Event; or (W) 20 Uninsurable sk Event;as Availity Gas Aviabity Date (Gas Avallabity Period Gas Delivery Payment Gas Supply Agreement means the maximum abilty of the Cas Facies to Gelver eas at the Delmara. 3 Connection Pot in ‘compliance with the Delimara 3 Gas Spvifeations when ‘demanded measored in mmiTU/h, and Available” shall be construed accordingly, provided that tothe extent ‘the capability ofthe Ga Facies to mace Gas avaiable fat the Delimara 3 Connection Point le affected by an Uninsurable Rsk Event, an Enemala fisk Event, oF 3 Relit Event, the Gas Facies shall be considered ‘avaible. To the extent thatthe Gas Facies have delivered Non Conforming Gas (save where Enemala has knowingly elected to accept such ton Conforming Gas in accordance with Clauee 12.23) or the Gas Facies are unable to deliver Gae atthe Delimars 3 Connection Point in complance with the Delimara 3 Gas Specteatons, the Gas Facies sal be deemed not 19 means eater of the date on which the Phase 1. Gas Delvery Date and the Open Cycle Energy Delvery Date il means the period from the Gas Availablity Date to the Termination Date or the GSA Ext Date sere ‘means the component of the Tarif that relates to theGas Enerey as Facies Acceptance as Facies Acceptance Test Procedures as Facies Acceptance Tests Programme cas Facies Acceptance Tests Report cas Facies Assessment Period Gas Facies Average ‘ealablty oF SEMA as Fcities Dalay Ds cas Fcites Performance Acceptance Tests, ‘Gas Facies Performance Assessment Gas Facies Performance Assessment Procedures as Supply Agreement commodity; means the caeulated eneray in mmBTU (as obtained from the Fiseal Metering System) based on the higher heating vale (HHV) of the Gas being delvered to Enemalta by the Company, means the Gas facities Phase 1 Aneptance Tests and/or the Gas Fac Phase 2 Acceptance Tests, 35 the case maybe; has the meaning assigned to It in fargraph 3 of Schedule has the meaning assigned to. in Faragaph 3 of Schedule means the Gas Focitis Phase 1 Asaptance Tests Report and/or the Gat Facies Phase 2 Acceptance Tests Report asthe ase maybe; means each of (the period commencing on the Gas ‘valbity Date and ending onthe Eneray Delivery Date (i) each period of two consecutive Astesment Years, commencing on the Eneray Delivery Oate ithe part Assessment Year ending on the Termination Date and the prior Assessment Year and (W) I gleter than one ‘Year, the Fore Meure Extended Term ‘means, in telatlon to any period, the average avallabity Of the Gas Facies over that period 15 calculated in accordance with Cause 25; means the delay liquidated damages soyable by the (Company pursuant to Csuses 6.2 and 6. means the Gas Facies Phase 2 Performance Aeceptance Tests and/or the Gar Fatlities Phase 2 Performance Acceptance Tess, 35 the ce maybe; means the Tests indcated in Schedule A which may be fequred from time to time to demonstrate the Demonstrated Gas Avalablty ofthe Gas Facies in accordance with Clause 15; has the meaning asigned to it in Paragraph 4 of Schedule Aas Facies Performance LDs as Facltes Phase 2 Deceptance Tests as Facies Phase 2 Deceptance Teste Availity ca Fcites Phase 1 ‘Acceptance Tests Report cas Facies Phase 1 Functional Tests, Gas Facies Phase 1 Performance Acceptance ‘ene Gas Facies Phase 1 Reliability Tests| as Facies Phase 2 Acceptance Tests, as Facies Phase 2 Aeceptance Tests Availability Gas Felis Phaze 2 ‘Acceptance Tests Report as Supply Agreement has the meaning assigned ttn Cause 35; means the acceptance tests of the Gas Fates in ‘espact of Delara 3 Phaze 1 to be completed by the Company by the Phase 1 Gas Odvery Date in accordance with Clause 4 and Schedule; means the Gas Availabilty of the Gas Facies as demonstrated by the Gas Facies Phave 1 Acceptance Tests in accordance with Clauses 4 and 5 and. the procedures set outin Schedule A; means a report produced by the Independent Engineer In accordance with Schedule A confirming thatthe Ga Facilities Phase 1 Acceptance Tests forthe Gas Facies Phase 1 have been Duly Completed and contaning the results of the Gas Facies Phase 1 Acceptance Tests, together with all supporting information and documentation required to substantiate the eesuts of such Gas Facies Phase 1 Acceptance Tess; has the meaning asigned to & in Paragraph 3-3 of Schedule has the meaning assigned to. in Paragraph 3-4 of Schedule has the meaning asigned to in Paragraph 3-5 of Schedule means the acceptance tert of the Gas Facilities in ‘espactofDelara 3 Phate 1 and Delimara 3 Phase 2¢0 be completed by the Company by the Phase 2 Gas Delivery Dat in accordance with Clause 4 and Schedule means the Gas Availabilty of the Gas Facies as demonstrated by the Gas Facies Phae 2 Acceptance Tests in accordance with Clauses 4 and 5. and. the racedorer stout in Schedule means a report produced ty the Independent Engineer in acordance with Schedule A confirming tat the Gas Facltes Phase 2 Acceptance Test forte Gas Facies Phase 2 have been Duly Completed and containing the results of the Gas Facies Phase 2 Acceptance Tests, together with all supporting information and‘cae Faities Phase 2 Performance Acceptance Gas Facltes Phase 2 Rebity Tests Gas Facies Reaity Tests Gas Price Government (sa contact Year Hourly Average Gas Nomination Implementation Agreement as Supply Agreement documentation required to substantiate the results of ‘such Gas Facies Phase 2 Acceptance Tests has the meaning asigned to It in Paragraph 3-6 of Schedule & has the meaning asigned to it in Schedule eragraph 3:7 of means the Gas Facies Phase 1 Reliably Tests and the (Gas Fcities Phase 2Relablty Tests; means the price calulate in part 5 of Schedule € (or, uring any Force Majeure Extended Tem, part 8 of Schedule means the Government ofthe Repu of Malt; means each twelve (12) month period commencing at (00:00 hours on 1 January and ending at 24:00 hours on 231 December ofthe same Calendar Yet, provised that the fist GSA Contract Year shall commence at 00:00, hours on the Fst Gas Date and shall end at 26:00 hours ‘on te flowing 31 December and the est GSA Contract Year shal end on the Termination Date or the GSA Exit Datei eater; means a period af sity (6) consecutiv minutes starting ‘onthe hour means, for any Hou, the average umber of mmBTUm to be nominated during the televant Hour (being the average Gat Energy nominated dhided by the time Interval of one (1) Hour, provided that during Hours in ‘which the nomination icc instructions to vary the delvery of Gas Energy to the Delimars 3 Connection Point between the levels of zero percent (0%) and one hundred pereent (100%) of the Tendered Gas Avaiabilty, the average shall be estimated by linear Interpolation using the Ramp Up Rates znd Ramp OW" Rates as specified in part 12 of Schedule means the Implementation Agreement of the same date 235 this Agreement between Enemala and the Company In elation to the implementation of he Projet;Last Phase 1 Ga Delivery Oate Last Phase 2 Ga DeveryOate Leased Premises Maitain Metered as Avalabity Non-compliant Nomination Non Conforming Gas ‘Open cyte Energy Delivery bate ‘Open Cle Performance LDS operate {as upply Agreement means the date which falls one hundred sd elghty (280) ays ater the Scheduled Phase 1 Gas Delvery Date; means the date which falls one hundred 3d elghty (280) days after the Scheduled Phase 2 Gas Delvery Date; has the meaning assigned tot inthe Site Lease Deed; ‘means to maintain good working order and contion in ‘ccordence with the recommendations of the ‘manufacturer and the standards of 2 Reatonable and Prudent Operator and, 2s necessay, to inspect, maintain, refurbish, rept, replace, med, reinstate, ‘overhaul and test so thatthe equipment plant or fecilty conceened may be Operated st all material tines i ‘sczordance with the manufacturers recommendations fnd the standards of a Reasonable and. Prudent Operator and the provisions ofthis Aareement, inching the relurbishment, overhaul or eeplorement of the Company's floating fuel storage facies, and “ intenance’ shall be construed according: means, in respect of any period of tine (expressed in Hours) for which the Company his received 2 nomination to deer Gas Energy and i respect ofthe as Facies, the average Gas Avalobliy of the Gas Facliis (expressed in mmBTU/h}, determined a5 the (Gas delivered to the Deimara 3 Connection Pin for any Such period of time and measured in cordance with Clause 13 dvded by the relevant peried of time; ‘means a Nomination which would, effected, cause the ‘operation of the Gas Facies to exceed the range of ‘operation permitted pursuant to the terms of this Aareement has the meaning asigned to itn Clause 2.2. has the meaning assigned to it inthe Power Purchase ‘Aereement has the meaning assigned to it Inthe Power Purchase Agreement reans to operate in acordance with the manufactures ‘ecommendations and the standards of @ Reasonable land. Prudent Operator and the provisions of ths Bereement, and “Operated’ and “Operation” shall be 10Operating Parameters Performance Guarantee exformance Us Pexmted Range Phase 1 Gas Delivery Date Phase Original Gas ‘laity Phase 2 Gas Delvery Date Phase 2 Original Gas ality Power Purchase Agreement Proper Delivery Pressure Proper Nomination {as Supply Agreement ‘construed accordingly: means the performance and operating raracteristls of the Gas Facies as Stout in Schedule G means the Performance Gusantee tobe provided under terme ofthe Implementation Aareement; means Open Cycle Performance 0s, Oelimara 4 Performance Los and Gas Facies Perfomance IDs; has the meaning asiged to itn Cause 1343; means any individual, company, corporation, firm, Partnership, jont venture, association, organisation, trust, Relevant Authority oF ther state or agency {in uch case, whather or not having. a separate legat personality), means the date determined in secordance with Cause 5 means the Gas Energy rate required to. meet the demand of Oelimara 3 Phase 2 runing at full load at prevaling conditions on the day of the relevent Test, rovded not restr than the Terdered Gas Availity means the date determined in accordance with Cause 53: means the Gas Energy rate required to. meet the demand of Oslmara 3 Phage 2 runing 3 ful load at prevaling conditions onthe day ofthe relevant Tes, provided nat greater than the Tendered Gas Avalbility, ‘means the Power Purchase Agreement of he same date a5 this Agreement between the Company and Enemala, ‘may be amended fom Une to time; ‘means a Delivery Pressure at the nominal operating pressure of 7 barg and within the Delvery Pressure Unis; means 2 nomination made vnder Oause 103, oF ‘deemed to have been made under Cause 202, oF revied under Clause 103.1 and 10.2, and complying with Clouse 10.4, and “Property Nominated” shall beProperly Nominated Quantity Relevant Authority Schedled Gas valabilty ate Scheduled Phase 1 Gas DelveryOate Scheduled Phase 2 Gas Tit Tendered Gas Availability Tes Week cas Supply Agreement construed acoedingly: means, for each day, the quantity of Gas ata Proper Delvery Pressure specfed In 2 Proper Nomination for such 9), ‘means the department, authority, agency orather entity from which an Approvals tobe obtained and/or which has competent ution over the Pare, or any one ‘ofthe, this Agreement, andor any asset oF tansaetion contemplated by this Aareerent; eos MI rom 8 Schedles Date provide that sh fate sal ot be amended for ny reoon (coding pursuon to Cus 17 of the Inplementaton derecmen) nears III from the Schedule Start Date, as such date maybe amended fron tne tote in ‘aceordance withthe Transaction Agreemeats veins III or te Schedule tart Date, as such date maybe amended ror time to time in ‘sccordance withthe Transaction Agreements means the tai payable by Enemalta tothe Company in accordance with Cause 16-1 and Schedule €; means the total Gas Avaoiity of the Gas Facilities ‘which the Company proposes to male Avaible to Enemala at the Deimara 3 Connection Pont as athe Phase 1 Gas Delivery Date, 35 et out in Schedule means, 25 the content so requies, any Gas Facilities ‘Aceptance Tess, Gas Facies Performance ‘Assessment, or tests subsidiary thereto; means any period of seven corsecuthe days fomencng at 00:00 hours on Monday and ending at 28:00 hours the following Sunday; and means period of one (2)year according to. the Gregorian calendar commencing on any cay of year 2aa as Supply Agreement Interpretation In ths Agreement, unless the context otherwise requires: 412.1 the index and heading of Causes to tis Agreement are for convenience only and shall not affect its nterpretstion, 1.22 words importing the singular shall incude the plural and vic ers; 4123 words importing one gener shall include the other gender: 41.24 references to Clauses and Schedules ae references to Causes and Schedules ofthis ‘Agreement and eferences to paragraphs and Annexes ae references to paragraphs of and annexes tothe Schedules to ths Agreement, 125 all periods of time and dates shall be based on, and computed acording to, the Gregorian calendar and times of day ae tines of da in Mata 1.2.5 person includes 2 corporation, company, frm, government, stata or agency of 2 State or any association or partnership (whether or not havrg separate legal personality, 1.2.7 In computation of periods of time from a specified day to later specified a, "Tom means tom and inuding’ and "uti of to! means Ye and euding’; 1.2.8 ‘ncude, “including and ‘in particular’ shall not be construed as being by way of lmtation,tusration or emphasis only and shall nt be construedas, nor shall they take effect as, lmling the generality of any preceding words; 129 references to a Party, the Company or Enemala shall Incude its suecesors oF permitted acgnees 41210 references to ths Agreement or any other document shall 52 construed as references to this Agreement or that other document as amended, varied, novated, Supplemented or replaced from time to time; 412.11 references to legisation include any statute, by aw, regulation, rue, subordinate oF Gelegated legislation or oder, and reference to any legislation i such egsation {5 amended, modified or consolidated from time to time, and to any legislation ‘placing tor mae under fs 1.2.12 the terms “hereof, ‘herein’ ‘hereunder and sina words refer to this entre ‘ereement and not to any particular Clause, paragraph, Schedule oe any other “ubdiision ofthis Agreements 12:13 the rule of construction that n the event of ambiguity, an agreement shall be interpreted against the Party responsible forthe drafting thereot, shall not apply in ‘the interpretation ofthis Agreement; Baa 1 2a as Supply Agreement 1.2.14 the expiration oF termination of ths Agreement shall not afect such of the provisions of ths Agreement as expressly provide that they wll operate after any Sch expiration or termination or which of necessity, or ply, must continue have effet after such expzation or termination, notwithstanding thatthe Clauses themsehes donot expresiy provide for this: and 4.2.15 any reference inthis Agreement to “year yearly’, “month, “monthy’ “quarter ‘quarter’, “annual or “ennualy” and any other references in time shall be construed by reference to the Gregorian calendar; and any -eference in this ‘Agreement to "day" oF “daly” shall be construed to mean 2 period of twenty-four (24) consecutive Hours stating 3t 0.00 hours local tine in Mala ‘echnical interpretation In this Agreement, the folowing abbreviations shall have the following meznigs: ""C’ means degrees Celsius "meas kilboule or one thousand (1000) Joules; {a means gigsoule or one thousand milion (1.000 000.00) Jules; “He means Herts: “AWW means kloWatt hour or ne thousan (1000) Watt hours; “ram” means one lion Bish Thermal Units “var means megavar or one milion (1000 000) reactive Volt Ampers: “MW meane megaWatt or one millon (2000 000) Wats: “wv means megaWatt hour or one milion (1.000 000) Watt hours and “Tonne means one thousand (1000 ilograms Accuracy In making eaeulatons in accordance with his Agreement 1.4.1 the cleulaton of any sums owing by either Party pursuant to this Agreement shall be performed to the nearest cent, whilst payments willbe rounded tothe nearest Euro; and 414.2 anyother eaeation shall be performed to eight (8) sinfcant figs. Term “This Aareement shall become effective onthe fffectve Date, Thereafter, this Agreement| shall continue in effect throughout the Term, subject to the occurrence ofthe SA Exit Date22 aa 32 aa 36 an Gas Supply Agreement if earlier, This Agreement shall terminate on the occurence of the GSA Ext Date la accordance with the implementation Agreement. ‘This Agreement shall terminate forthwith f the Project Agreements ae terminated la accordance withthe terms ofthe Implementation Agreement. This Agreement shall not terminate for any reason not specified inthis Clause 2 Implementation ‘The Company shall be responsible forthe design, engineering, procurement, construction, Instalation, testing and commissioning. of the Gas Facies in accowance with the ‘requirements ofthis Agreement and all other Transaction Agreements. Prior to al Gas delivers pursuant to this Agreement, the Company and Enata shall each ‘eet all obligations on them in accordance with all requrements of the Transaction Dereements as required to enable Gas deliveries by the Scheduled Gas Avalbilty Date pursuant to this Agreement, Including the Gas Facies Acceptance Tests described in Schedule ‘The Company shall nsute thatthe Gas Facies shall be completed and operational on oF before the Scheduled Phase 1 Gas Delivery Date and that they ae operated and maintained in such @ manner #9 a8 not to have a material adverse effect on the operation and maintenance of Delmara 3, andi accordance with 33.1 allappliable Laws and Approvals; 33.2 the requremens ofthis Agreement and the other Transaction Agreements; and 332 the recommendations ofthe manufacturer andthe standards ofa Reasonable and Prudent Operator. The Company shall grant to Enemalta and its affiltes, upon reasonable notice, rights of Inspection ofthe Company's progres in construction, testing, commissioning, operation and maintenance ofthe Gas Facies nciuding the ical Metering System. ‘The Company shall, upon Enemata's request, provide Enematta with all information| requested thats not proprietary or otherwise subject toa confidentiality undertating ands reasonably necessary to enable Enemalta to perform is oblgatons pursuant to this Agreement, provided that failure or delay by the Company in providing such information ‘hal not relieve the Company ft obgtions pursuant to this Agreement Enemals shall co-operate with the Company in relation to Tests and shal provide load for all Tests and, subject to Cause 3.7, shall dispatch Delmara 3 Phase 1, Delimara 3 Phase 2 ‘and Delmara 4 up to ther maximum respective outputs forthe purposes Testing. ‘The Company wil provide Enema with written notice of the date on which requires Delimara 3 Phase 2 to be dispatched at fll load inorder forthe Compary to perform the Gas Facies Phas 2 Performance Acceptance Tests. Enemalta shal respond to such notice within seventy two (72) haut, and spc three (3) windows of fer (8) consecutive hours ‘ich during wbich the Company can run the Gas Facies Phase 2 Performance Acceptance 15a8 as as Supply Agreement ‘eats a ful load, provided that such windows shall each end within sx () monthe of the Company's notes. Ifthe Company requires further windows, the Parties shall cooperate ‘with each other to agree further windows during which the Company shall un the Gas Facilities Phe 2 Performance Acceptance Tests with Delimara 3 Phase 2 at fll lead Enemalta shall prove load for such tests, and dispatch Delimara 3 Phase 2, during Such ‘windows, to enable the Company to conduc such Tests ‘The Company shal 28.1 atalltimeskeep Enemalta ful and accurately informed ast the Cas Avaliable; and 28.2 notify withhold avaliable Gas Availabilty, provided that this ciation shall be ‘without prejudice to and subject to the Companys other ight: and obligations pursuant to this Agreement Enemalta shall provie such assistance asthe Company may reasonably request in writing in connection with the interface of Delimara 3 with the works to construct she Gas Facies. Enemalta agrees that it shall make avaiable to the Company information relating to Delimara 3 in connection with such interface and such other matters as te Company may Feasonaby request in weting In relation to such Interface. Enerata shal also make fvaiable to the Company in connection with the interace of Delmar: 3 withthe Gas Facilities, information relating to the design, engineering and construction of Deimara 3 to the extent reasonably necesary forthe interface of the Gas Facies with Delimara 3 Enemalta shall oe all reasonable endeavours Ia conjunction with the Company to resolve any actual or potential dfiulties arising out of the progress ofthe Intace of the Gas Faeltes with Deimara3 Testing as Facies Quality Assurance Responsity 4.11 The Company shall be responsible forthe complete scope of supply and shall obtain and coordinate all the work to provide fully operational Gas Facil in accordance with the documents and requirements referenced in the Misimum Functional Spectications applicable tothe Gas Facies 41.2 The Company shall be the single pont of responsi fr all aspects of the work here pars ofthe Gas Facies ae subeonteacted and purchased bythe Comgny, ‘there become part ofthe Company’ responsibilty 443 The Company andor is sub-contractors are required to obtain acreitation from ‘the relative authorities in relation to quality and codes of manufacture 4.14 The Company stall prepare a project execution plan (the "Project Execution Plan) forthe Gat Faites and submit for approval to Enemas. The Projet fxecution Pian "should ae 3 minimum cover the project management, ergineeti procurement, construction, testing and commissioning and operation 642 43 ‘Gas Supply Agreement as Facies acceptance Tests 424. The Company shall conduct the Gas Facilities Acceptance Tet in accordance with the provision ofthis Clause 4 and Schedule 422. The Compeny shall ge Enemelta not less than ninety (80) days advance written notice ofthe nature and antipated date ofthe commencement othe Gas Faciltles Acceptance Tests which proposes to undertake accordance wit Schedule A. 4.23. Proeto testing the Company shall eof notification of mechanca completions. Readiness for Acceptance Testing 431. Following the notice sven in acordance with Clouse 422, but not later than ‘swenty-one (21) days before the date on which the Company anticoates being ready and abe to conduct the Gat Falities Phase 1 Acceptance Tests or the Gas Facies Phase 2 Acceptance Test asthe case may be, it shall sue a nctice of readiness ("Notice of Readiness”) to Enemalta and tothe Independent Engineer. The Woticeof| Readiness shall specify the date and time thatthe Gs Facies Phase 1 Acceptance Tests or the Gas Facies Phase 2 Acceptance Tess (25 the case may be) are lantiipated to commence and shall provide evidence that the following Fequcerents have been satsted (2) the Gas Facies are functionally complete and reaty and able to commence dalvries of Gas to Delimara 3 or Delimara (2) all Approvals required fr the operation ofthe Gas cities shall bein fll force and effect [c) the Independent Engineer shall have inspected and confrmed (in writin) that the fie detection and protection systems of the Gas Facies are consistent withthe terms ofthis Agreement, any Approva, applicable Law; (a) the Independent Engineer shall have inspected and confrmed (in writing) that any health and safety requirements required by Law of by the Transaction Agreements i relation 10 the Gas Facies that need to be satisfied by the time the Gas Facies become operational nave been met. eceptance Testing 441 Enemalta, through its nominated representatives, andthe Independent Engineer ‘all be entitled to be resent at and witness the performance ofthe Gas Facies 442 Following the performance of the Gas Facilities Acceptance Tests, he Company shall provide both Enemalta and the Independent Engineer with copes ofall elevant ‘ata and ports from the Gas Facies Acceptance Testssa Ges upply Agreement 443. The Company shal in respect of any Gas Fates Acceptance Tess, procure that the Independent Enginer prepares 2 Gas Facies Acceptarce Tests Report prompt and, in any event, within seven 7} days from the performance ofthe Gas Follies Acceptance Tests andthe Company shall, promptly foling receipt of the same from the Independent Enginer, delve a copy ofthe Gas Faulites Acceptance Tests Report to Enemalta. The Gas Facies Acceptance Tests shal not be regardes os Duly Completed until the Parties have received confirmation ia writing from the Independent Engineer that the Gas Focites Acceptance Tests have been Duly Complete. 444.4 The Company shall procure thatthe Independent Engineer answers promptly and in fall any questions arsing from the Gar Facies Aeceptance Tests Report Any pute arising from or eating tothe performance o the results the Gas Facies Acceptance Tete shall be referred to and determined by an Expert in accordance With the provisions of Cause 28 Phase 1 Gas Delivery Date and Phase 2 Gas Delivery Date Ifthe Gas Facies Phase 1 Acceptance Tests have been Ouly Completed and the Gas Faclities Phase 1 Aceptance Test Avalbilty ofthe Gaz Fits sequal oor greater than the Phase 1 Origa Gas Avaabilty, then the Phase 1 Gas Delivery Oat shall be the day fang two (2) doy after the date upon which Enematarecaves the Gas Facies Phase 2 Acceptance Tests Report fom the Independent Engneet. by the Last Phase 1 as Delivery Date: ithe Gas Falities Phase 1 Aceatance Tests have not been Duly Completed; oi) the Gas Facies Phase 1 Acceptance Tess have been Duly Complete but the Gas Facies Phase 1 Acceptance Test Avallaily ofthe Gas Fits i less than the Phase 1 Original Gas Avalablity, then: Without pejuce to any rights of Enemalta pursuant to Clause 24 of the implementation Agreement, the Parties wll met to discuss the consequences ofthe fae to achieve the Phaze 1 Gas Delivery Date ad to sek a slution that i acceptable to both Parties including the resumption f the payment of Gas Falitis Delay LO. IF the Gas Facies Phase 2 Acceptance Tests have been Duly Completed and the Gas Facies Phase 2 Aceptance Tess Avalabilty ofthe Gas Facts i equaltoo greater than 1863 {cas Supply Agreement the Phase 2 Orginal Gas Avaablty, then the Phase 2 Gas Delivery Date shal be the day fang two (2) days after the date upon which Enemala receives the Gos Facies Phase 2 ‘Aeceptance Tests Report fom the Independent Engineer. bythe Last Phase 2 Gas Dalvery Date) the Gas Facies Phase 2 Acceptance Tests have not been Duly Completed; or (i) the Gas Facies Phase 2 Acceptance Tess have been Duly Completed but the Gas Fcites Phase 2 Aceptance Tests Avalailty ofthe Gas Failte is Without prejudice to any rights of Enamalta pursuant to Clause 24 of the implementation Agreement, the Parties wil met to discuss the consequences ofthe fare to achieve the Phase 2 Gas Dalvery Oate and to seek a solution that i acceptable to bot Parts including the resumption of the payment of Gas Falitis Delay LDs. Delayed as Delivery Date ‘The Company acknowledges that Enemalta wil sufer actual damages due to a cause sttibrable to the Company, the Company falls to achieve the Phase 1 Ga Delivery Date on for before the Scheduled Phase 1 Gas Devry Date or the Phase 2 Gas Delivery Date on or before the Scheduled Phase 2GasDelvery Date, 35 the ease may be) In the event of such delay to achieving the Phase 1 Gas Delvery ate bythe Scheduled Phase 1 Gas Devery Date, the Company sal pay lqudated damages to Enemata for each day (or any part thereof) of delay from the Scheduled Phase 1 Gas Delivery Date until he ‘ater ofthe Phaze 1 Gat Devery Date the Termination Date, and the Last Phase 1 Gas Delivery Date at the rate of In the event of such delay to achieving the Phase 2 Gas Delvery Date bythe Scheduled Phase 2 Gas Delivery Date, the Company shal ay iqudated damages to nemala for each {ay (or any part thereof of delay fom the Scheduled Phase 2 Gas Devry Date until the tarlr of the Phase 2 Gat Delvery Date the Termination Dat, and the Last Phase 2 Gas Delvery Date a therate off ‘The Company’ lily to gay Delay LOs pursuant othe Supply Agreement shall be limited toa maximum of 196s 66 72 Gas Supply Agreement “The Paris acknowledge that the Gas Facies Oey LDs ae a reasonable and appropriate ‘estimate ofthe likely measure of the damages for the relevant events and ieumstances dd do not represent penalty or consequent domages fr losses sustoned asa result of uch events and circumstances, ‘without preudice to (any right of Enemalta to issue 9 Termination Wotice and (i Enemalta’s rights in accordance with Cause 21. of the Implementation Agreement, neal right to claim Gas FaitiesDeleyLOs in accordance with this Agreement shal be the exclusive remedy of Enemalta for any flue ofthe Company to achiev the Phase 1 Gas Delivery Date on or before the Scheduled Phase 1 Gas Delivery Date (or the Phase 2 Gas Delivery Oate on or before the Scheduled Phate 2 Gas Delivery Date, athe case may be) Subject to the foregoing the Company shall have no labily to Enemulta for delay In achieving the Fst Gas Date or the Ges Avalably Date In the case ofa delay 2s envisioned by this Clause 6, the Company shall keep Enemas Informed ofthe date upon which lantiipates that It wil beable to commence and perform the Gas Facies Acceptance Tests and to make Gas deliveries avaiable as equted Deemed Availabilty 1 due to any delay, taut or etcumstance caused by 2 Reif Event an Eramalta Rsk Event ‘or an Uninsurabe isk Event, the Companys implementation of the Proect i prevented, hindered or delayed, then the Compan shall give notice to Enemalta as son a practicable ater the dele, default or reumstance has occurred setting out the fal prtiuars thereat, its net effect onthe achievement ofthe Milestones by ther Schedule Dates, including any Antcpated performance delays, and any measures undertaken or proposed to be “Undertaken in elation thereto, provided thatthe Company shall ue al reaionable ffs a minimise any delay and the effect of any such dele, default or circumstance acting as 2 Reasonable and Prudent Operator. IW a del, defaut or circumstance contemplated by Clause 7.1 o:curs and, as 3 consequence the Company is unable to achieve the Gas Availity Date on the date on ‘which such dete would otherwise have occurred had such delay, defel or circumstance not ‘occurred then the Gas Avalabity Date shall be deemed to have occurred onthe ater of: () the date on which the Gas Avalabilty Date would have occurred had such ely, defaut or sirumstance not occurred; and (i the Scheduled Gas Avaablty Date (He "Deemed Gas ‘ailablty Date’) Inthe case of dey, defout or crcumstance as contemplate by Clause 72: 7.3. each Party shall hep the othe informed on a regular base (but not less than every ‘wo {2} weeks) of the date upon which It antipates that such delay, defaut reumstance wil be resolved; 7.32. the Parties shall undertake all reasonable measures to ensure thatthe Company shall resume performance of its obligation as affected a soon as posible after the ‘éreumstances that rested in such delay, default or ercumstance are no fone in place: 2016 as Supply Agreement 733 the Gas Avalabilty ofthe Gas Falties shall be deemed tobe Avalble and deemed to be providing the Demonstrated Gas Avalablty ata level equa tothe Tendered Gas Avalabilty from the Deemed Gas Avalailty Date forthe durtion of the Deemed Gas Avilsbiity Period: and (n the expiry of the Deemed Gas Avalabilty Period, the Gas Availabilty ofthe Gas Facies shall cease to be deemed fvalable, No defertl of the Scheduled Phase 1 Gas Delivery Date or the Scheduled Phase 2 Gas Delivery Oat in accordance with the Implementation Agreement and/or the occurrence of the Deemed Ges Availabilty Date in accordance with thi Cause 7 shall eee the Company of its obgation to provde and maintain the Performance Guarantee fr the perad st out Inthe Implementation Agreement Any dispte between the Parties in relation to this Cause 7, induding a relation to the ‘uration of» Delay Period, shal be determined by an Expert in accordance wth Cause 28 ‘The Company’ Obligations after the Fst Gas Date {As rom the Fist Gas Date, the Company shal, in adltion to ts other obligations pursuant to this Agreement 8.14 Operate and Malntln the Ga Fcites in accordance with its oblestions pursuant {0 this Agreement, the Approval, all applicable Laws, the relevast manufacturer's iuidelines and instructions, the Minimum Functional Specifations and all other terms ofthe Transaction Agreements 8.1.2 ensure that sufficiently competent and qualified personnel ae employed and ‘eployed at the Gas Facilites twenty Tour (24) hours a day, seven (7) days 2 week throughout the year to enable it tobe Operated in accordance with th provisions of this Agreement 813 not make any alterations to the Gas Facies which would affect the Operating Parameters or the Company’ busines performance pursuant to this Agreement or any ofthe Transaction Agreement without Enemala’s ror writen consent, which Concent shal not be unreasonably withheld 8:14 use all reasonable efforts to ensure that the Gas Facies ave Operated! and Maintained so a to make avalble the Gas avaiable and to achive the Tendered Gas Avalolityfor any len period aftr the Gas Aalbiity Date;oa 92 10. oa 102 {as Supply Agreement 8.15 use all rezonable efforts to ensure that ican meet its obligations pursuant to this ‘Agreement inespectve of whether or nat the Gas Facies are alse supplying Ga 2 Delimara during all combinations of start up and running of Delimara 4 forthe purposes of delvery elecvcty pursuant to the terms of the Power Purchase Pareement and under al possible tip condition ofthe Deimara and 8.1.6 not supply Gas or make Available or confer any right to the Tender Gas Avail to any person ater than Enemalt {as Supply and Detivery During Enemalta Commissioning, fora period communicated by Enemaltaup toa petlod of twelve (12) monthe ater the Fst Gas Date, Enemalta shall use reasonable forts to: (i) take Gas up to the Properly Nominated Quantity; (3) provide the Company sith one day's estimate of its Gas requirements fr the following dy; and (i) gve pont notice tothe Company should ts Gas requirements or i ability to take Gat during Enemalt (Commissioning of Delimara 3 change. Subject to Clause 10, on eath day after the First Gas Date, the Company stall deliver to the Delimara 3 Connection Point all Properly Nominated Quantity of Gas for that day in accordance with ths Agreement, for startup, testing and operation of Delimara 3 oF any part thereof 3s applicable ‘Nominations ‘on and from the First Gas Dae, for exch Week, not later than 1:00 heurs on the tenth (00°) day Immediately preceding the start of each Week, Enemata shall notify to Company the respective quanttes of Gas Energy that Enemalts requires the Company to make 2vallabe in accordance with this Agreement on each day of such Week In respect ofthe Week in which the First Gas Date occurs and the subsequent Week, Enemata shall make Such nomination on the day after the First Gas Date IF Enemalta falls to make a Proper Nomination for any day pursuant to Cause 10.1, then Enemalta shal be deere to have nominated foreach ay of such Week the corresponding ‘quantity foreach day of such period in Enemala's mast recent Proper homination under Gavse 104 ‘nemalta may revise a nomination made under Clause 101, or deemed tohave been made ‘under Clause 102, oF 38 previously revised pursuant o this Cause 1.3, a5 olows 10331 Enemata shall give notice of the revision to the Company spedtying the revised ‘quantity of Gas Energy in accordance with this Agreement for any day not less than ‘sent our (28) hour before the start of such dy 10332 if the Company receives the notice of reson within the relevant period set out Ia Cause 103.1, then the Properly Nominated Quontty for sich ay shall be the revised quantity st outin such notice; oF 10.33 if Company doesnot receive the notice of revision within the relevant period set out In clause 10:31, then the Properly Nomineted Quantity for such dy shall remain 2s, 2108 20s (Gas Supply Agreement the most recent Proper Nomination made under Cause 10.1, or deemed to have ‘been made under Cause 102, or previously revised pursuant to this Clause 10:3. he Company shall use all reasonable eforts to make the improperly revised «quantity avaiable and shall noty Enemalta as soon as practicable, andin any event ‘within five (5) hours of receipt of Enemata's notice of revision, and to what extent the Company wil be able to make the improperyrevsed quent valable Eneralta shal have no right to nominate or, athe case may be, reve fs nominations in accordance with Onuse 10:3, for delivery on any day fom the Fist Gas Date, Gas Energy at as Avaloiity greater than the Tendered Gas Availity. ¥ during the Gas Avaiabiity Period a Party anticipates that for anyday such Paty for any reason wil not be able to make available or take, a8 the caxe may be, the Properiy Nominated Quantity, then such Paty shal as soon as practicable before the commencement lof such day noty the other Part ofthe quantity oF Gas Energy, i any, wien such Party expects to make avalableor tke, a the case may be, during such day andthe reason(s) for sch nay Maintenance Maintenance Schedles 21:12 Goth Parties shall ze al reasonable efforts to coordinate their respective planned annual maintenance programs forthe Facies and Delmar 3 wits the objective of ‘minimising any mismatches inthe suppy of, and demand for, the Ga. The Company {hall provide a maintenance schedule forthe Gas Facies one hundred and twenty (220) ays before the commencement of each Calendar Year. 14.1.2 The Parties shal consult as soon a5 practicable inthe event of any unscheduled maintenance of epar of ther respective faites. 431.12 The Company shall inno event be relieved of is obligations on account of any maintenance, repat, replacement and/or inspection program in respect of any of the Gas Facies 11.4 Without prejudice to any permite reduction tothe Enemalta Tale or Pay Quantity permited under Clase 10:12 ofthe implementation Agreement, n no event shall Enematta be releved of is oblgations on account of any mabtenance, repair, replacement and/or inspection programs in respect ofthe Gas Falls provided thatthe Gas Foities ae able to meet Enemaltas Proper Nominate. Detaled Coordination Procedures 11.21 The Parties shall ointy develop and agree upon any necessary dealed procedures concerning the co-ordination ofthe delivery of Gas to the Delma 3 Connection Pointin accordance with this Agreement, inclading (a) the coordination of he maintenance and shutdowns pogams; 2B2 wa ‘Gas Supply Agreement (tthe procedures pertaining to communications and noties between the Parties regarding the events desrived in sub paraeroph and [c) other required procedures necessary fr the ordery implementation ofthis >areement (such detailed procedures, the "Co-ordination Procedures) 11.22 The Co-ordination Procedures shall be developed and agreed by he Parties by the ate faling three (3) months prior to the Scheduled Phase 1 Gas Delivery Date Faling agreement, the mater shall be refered to an Expert for determination in accordance with Cause 22, ‘uaiy of Supply ‘uaty of upely ‘ihe Company shall deliver Gas tothe Deimara 3 Connection Poin in compliance with the Delimara3 as Specictions. Fallure to Meet Oeiara 3 Gas Specifications 12.23. The Company sal provide prompt notification to Enemalt, in accordance withthe Co-ordination Procedures, of any known or atiiated deliveries of Ga that do ot meet, or wil not meet, the Delimara 3 Gas Speciation: (Non Conforming Gas") and the expected duration ofthe period of delivery of Non Conforming Gas 22.22 Promptly after receiving notice under Clause 12.2.1, Enemalte shall notify the {Company whether or not wishes to accept delivery of such Non-Conforming Gas 1223 Enema sal hae tert but notte cbeatn, to ace Non Conoring Ga inthe eve tht ram tine to tine, eats, rn oe rowed that the us dost confor tote Deira 3 Gas Soecctions tore such Nor Centering Gus, te Compony sal ino evet be habe to ams for ary damage Dears 3r oy pat thereof a rom the seo han Conform Gon psuont to ths Cause 1223, Enemas inowing scence of ay Ho onorming Gas sal note interpreted In any my as to may or ater the Delinara 3 os Spectcatons or bd ema s ny fete tne fo seep any non Conforming ax Eremata owing sect to cept sch Non Conforming Car such Hon Conforming Gn shal eg fry Enea at te ten previ Ges Pc ess» scour of Soc 2 rice cont shal be Enemas sole and oxosne remedy in respect ofthe sop oy he Compa of No Cotorming at rong scope by Ena, 12.24 1 Enemata rejects the Non-Conforming Gas, the Company shall bear the cost of| removal and disposal of such Non-Conforming Gas. Any rejection by Enemalta of Non-Conforming Gas sal not relieve the Company of its lbilty to pay liquidated damages under Cause 15, 2ns a. (as Supply Agreement 12.25 In the event that Non-Conforming Gas i delivered to Enemalte without notice and ‘opportunity t0 reject such Non:Conforming Gas, the Company shall indemnify Enemalta aginst the cost of any physial damage to Osimars 3 dzetyresuling from the use of such Non-Conforming G2s, and increased operating and ‘maintenance costs rectly resulting from the use of such Non Conforming Gas. 12.26 This Clause 12 sts out the Company's exclusive lablity to Enerata in respect of the damage caused to Delimara 2 due tothe supply of Non-onforming Gas 0 Enemata ualty Testing The quality of Gas delvered by the Company pursuant to this Agrement shall be determined by qualty testing procedures ("Company Gas Quality Testing Procedures") onsstent with the terms of the Transscion Aveements and to the standard of 3 Reasonable and Prudent Operator and agreed by the Parties not ater than sh (6) months from the elective Date, No later than fur () months after the EHecive Dte, the Company shall deliver to Enemalta draft Company Gas Quality Testing Procedures censistent withthe terms ofthe Transaction Agreements and to the standard ofa Reasonable and Prudent Operator. Enemas shall deliver it comments to such draft Company Gas Quality Testing Procedures within thirty (30) days ater receipt from the Company. if Enemalta provides no comments within such tity (20) day peri, then the Company Gas Quality Testing Procedures proposed by the Company shall be deemed agreed between the Parties. If Enemalta provides comments within such petiod the Parties shall endeavour to reach final agreement on the Company Gas Qualty Testing Procedures within thirty (30) days ater the date on which Enemslta has provided is comments. the Parties alto reach agreement on ‘the Company Gas Qualty Testing Procedures within such further period then the matter Shall be tetered by either Party to an Exper for determination In aczoréance with Clause 28. The Parties shall comply withthe Company Gas Quality Testing Procecutes once agreed ‘or determined in accordance with this Clause 12.3. In the case ofa spite regarding the ‘quality of the Gas or the remedies for non-confrmity with the Delimara. 3 Gas Speciation, such dispute shal be resolved by the Expert in accordance wth Cause 28, Detimara 3 Connection Point and Metering Delimara 3 Connection Point 13:14 All quantities of Gas detered and sold to Enemala shal be delivered and sold to Enemala at the Oeimara 3 Connection Pot. 13.2 The Company shall maintain close technical lion with Enemate regarding the design, schedule of work and completion of the connection of th Gas Faces to Delimara 3 at elimara 3 Connection Point, Al construction act shal be carried ‘outin accordance with (3) allappiable Laws and Approvals; () the standards, specifcations and methods set out or referenced in this ‘ereementandinallother Transaction Agreements, 25m2 ma ‘cas Supply Agreement {e)___ thesite management obligations set out inthe Site Lease Deed and (8) the standards ofa Reasonable and Prudent Operator, and inthe event of any confit or inconsistency between such requirements set out ina (), (land () above, such requirements shal be complied with nthe priority sted above, Meters ‘The Company shall instal the Fscel Metering System a the Deimara 3 Cennection Point in sccordance with specifications set out In Schedule D and according to te standards lai ‘dwn inthe Minimum Functional Speciation, Applicable Standards snd any Law. scl Metering ystem Reading 133.1 The quantities of Gas Energy devered atthe Delimara 3 Connection Poin shall be determined on a dally, weekly and monthly basis bythe Company hough the Fc Metering System. Fiscal Metering System readings for normal bling purposes shall be recorded atthe end of ech month and shal be made avalabe to Enemala, Gat Energy quantities sold hereunder shall be determined fam such eadngs or records in accordance with the provisions of ths Cause 13. Should eny dispute aise between the Parties aso quantities of Gas Energy delvered hereunder, such Alxpute sal be relered tothe Gxpert for resolution pursuant to Chuse 28, 1332 At Enemala’s request the Company shall grant Enemalta access to the Fiscal Metering System at reasonable hours and at a Irequency consistent with the Company’ testing and inspection proevam, forthe purposes of inspection of 2 receive samples (ich the Company shall ake in te presence of Enemalta and Provide to Enema) and tobe prevent during tests for quantity ef Gas Energy and {ual ofthe Gas and atthe insaing, changing, repairing, inspecting, alibrating or Adjusting ofthe Fecal Metering System, Maintenance of Fiscal Metering Systems and Erorsin Readings 41344 The Company shall own and maintain the Fiscal Metering System and associated equipment at the Dlimare 3 Connection Point provided thatthe Company shall ‘thou iting ts tabity hereunder, be entitled to sub-contract he oparation and ‘maintenance of the Fiscal Metering System to a third party or parts, 1342 The Company shall ensure that calibration of Fiscal Metering System will be performed at an internationally recognised calibration ste in accordance with Schedule 0. The Company wil inform Enemalta at which facies each component ‘ofthe Fiscal Metering Systern wil be calibrated at last one (3) ronth prior to the date on which the relevant components willbe calibrated. The Fiscal Metering ‘System shall be realbrated in the same manner atleast once evr two (2} years 12,63 Inthe event ofa dspute with respect to calitration, ether Party may have recourse to an Expert pursuant othe provisions of Clause 28 to vert or reaiibate the Fiscal "Metering System. the overall uncertainty ofthe Gas Eneray flow alevated by the 6Gas Supply Agreement Fiscal Metering System I within 078% (the “Permitted Range”), the costs of such Expect shall be paid by the Party requesting verification and ithe Fiscal Meter System i found to register outside the Pernt Range, the cost and expenses of such Expert verfation shall be borne by the Company. Further, if the Flcal Metering System is found to be operating outside the Permtted Range, the ‘Company shal be entitled to recover from Enema it shortfaln payment for Gas Energy thereby incured or Enemta shal be entitled to recover fom the Company Ins overpayment for Gas Energy thereby Incurred, as applicable, Ineach case onthe following bass: (0) the Fecal Metering System shal be asumed to have cegetered accurately ‘throughout the fist half of the period since t was lst callbrated and inaccurately throughout the latter half of the period since t was last calvated exept in a cae where its proved to have begun to register inaccurately on some other date: () forthe purposes of calculating the amount of rebates to b made to, oF the dsitional charges to be made or, Enemala the quanti: registered as ‘elvered during the period when the Fiscal Metering Sytem it asumed or, ‘asthe case maybe, proved to have reistered inaccurately shal be adjusted by 3 percentage amount corresponding to the percentage amount by which ‘the Fecal Metering Sytem wae found on verifation to regiter inaccurately beyond the Permitea Range; and {e)___ the amount of rebate to be made to, or the aditionl ctarge to be made fon, Enematta in consequence of the inaccurate reistraton shall be shown In the naxt monthly invoice rendered by the Company, having regard tothe ajusted quantities calculated pursuant to this Clase 13, Meter Out of Service 135. The cequied avablty for the Fiscal Metering System is ninety nine per cent (99.9%) whichis tobe achieved through appropriate levels of redundancy in the measuring systems (eg. dual backup meters, dual Gas Chromatogreph (GC) system, omputer system and UPS). 135.2 For nceased clay 2 double fited flow measuring installation in seis utliing dierent measuring principles shall be used, For the qualty measurement, double fied gas chromatograph shall be sed forthe total measurenent lnsalaton, incuding separate sample conditioning, carer gas, calivation gis and veference 1853 The Gas flow reading shall be based on the average value ofboth measurements from he double ited flow measuring instalation 13.54 The Fiscal Metering System shall be equipped with onine comparison between the {GCs andthe double ited flow measuring instalation with alarms on deviationsGas Supply Agreement 41355 Wor any reason, the maintain ofthe Fiscal Metering System ison of service, oF is registering inaccurately such that the quantity of Gas Enersy delivered at the Delimara 3 Connection Point cannot be calibrated to read witha the Permitted Range, the Gar Energy deluered during the period the man tain of the Fiscal “Metering System is out of service or so registering inaccurately sal be determined by using the registration of the standby train of the Fiscal Metering System, if accurately registering. Ifthe standby train of the Fiscal Metering System is also registering Inaccurate, the Gas Energy delivered stall be determined upon the bass of the best data avalable, using the fest ofthe folowing methods that is feasible: (a) by using the eeistaton of the check meterag equpmert, installed and accurately registering (bby adjusting forthe error, if the eer’ extent ascertainable by test or ‘mathematical aelation o¢ [©) by estimation and interpolation on the bas of deveres during preceding periods under simiae conditions when the equipment was registering ‘ecurately, and forthe purposes of such estimation, the Faris may agree Upon the use of data from measurement locations ater than ator near ‘the Delmara 3 Connection Point (such as summation of Gas flows to each generating unit at Oeimar 3) 22556 Alcoats incured in connection withthe determination of Gas delivery pursuant to this Clause 135 shall be borne by the Compan. Delivery Pressre ‘The Company shall deliver Gas at the Deimara 3 Connection Point at the minal operating pressre of 7 bare and in ll caves within the Delivery Pressure Limits and he minienum and ‘maximum temperate mis stout in Schedule Ht the implementation Agreement Meter Testing 137 A Sie Acceptance Test (SAT sto be performed atthe final lsation where the Fiscal Metering Sytem is installed, The SAT shall be fralized by an independent third pary. The test and inspection agencies used shall be internationally recognized a5 providers of the applicable cetifcation services. The designated Ceti shall execute the various test to determine ifthe Fiscal Metering System ‘complies with the spectiations and requfements. 1372 Asa result ofthese tests, a certificate or dectaration of conformity of the Fiscal Metering Sytem tothe requirements and standards specified inthe Agreement and the Minimum Functional Specieatons shall be obtained fr the Fiscal Metering system. 28me 4. ‘cas Supply Agreement ata Reporting 13.84 The following data and reports shal be provided bythe Company to Enema (2) omtine data: Gas Energy and Gas volume counters (GI or ramBTU and Nn3) [tS minute interval, () chargeable Gas Energy data on a monthy basis hourly vales of chargeable ‘Gas Energy, normased volume and caloric value of G25 (2) on request: a hourty data relevant tothe accountable figures for Gas Fiscal Metering System including applied corections; and (2) carton esuts + agreed annual performance assessments as described in Schedule. 138.2 The Company shall maintain a log ofall readings ofthe Gas Fiscal Metering System for at east fe 5} Yeas after thy ae taken and such log shall kept inthe form of electronic storage of egal information Forced Outages 152 ‘The Company shall immediately notify Enemalta of the accurence of any Forced Outage, and provide fll detale ofthe cicumstance in which arose andthe ley period required to restore the Gas Avalablty ofthe Gas Facies. Unies specie tothe contrary inthis Agreement, the Company shal responsible for a ests ncured by itn connection with or atsng from a Forced Outage ‘Operating Performance Prompt folowing the end of each Gas Facies Assessment Period the Company shall Calelate and report to Enemata the Gas Fclites Average Availabilty forthe relevant Gas Facilities Aseessment Period ‘The Gas Facies Average Avaliability or GFAA) for any perio shal be calculated as follows ran = DA Gc where DA. means the Demonstrated Gas Avalblty ofthe Gas Facts average over all Hours In the period (oot Including Houre where the output ofthe Gas Facies was affected bya Force Majeure Event, or a Rei! Evert), 29(Gas Supply Agreement GC means the Gas Facies Phase 1 Acceptance Tests Avaabilty (follwing the Phase 1 (Gas Delvery Date) or the Phase 2 Gas Facltes Acceptances Tests Avalilty (flowing the Phase 2 Gas Devery Date. 1¥ the GFAA for any GSA Contract Year after the Phase 2 Gas Delivery Dee falls below the Acceptable Gas Facies Average Avalabilty, then Enemalta has the right to require a Gas Facies Performance Assessment tobe conducted, and the Demonstated Gas Availablity wil thereby stand to be adjusted, Following such an adjustment, no mors than once each {GSA Contract Year, the Company shall be entitled to a further Gat Facies Performance Assesement, andthe Demonstrated Gas Avalabity will thereby stand tobe adjusted. 1 the GFAA for any Gas Failte Assessment Period falls below the Acceptable Ga Facies Average Avaablty, then the Company shall pay lauidated damages ("Gat Facies Performance t0s") 2 the rat of during the Gas Facies Acsezement Period up ta maximum The amount of Gas Facies Performance LDs fr any Gas Falties Assessment Period willbe reduced to the extent that Gas Faities Performance LDs were paid by he Campany for any period ‘during that Gas Faiities Assesiment Period which aso formed part of the previous Gat “Te Company's lability to pay Performance LD in accordance with the Supply Agreements hal be ites to II ated fr each Year other than for the Deriod prior tothe Energy Delivery Date, fn respect of which the Compan’ Hablty to pay Performance \Ds in accordance with the Suply Agreements shall be lite During the Force Maleure Extended Term the Company's aity to pay Performance UDs shall be further limited in accordance with Clase 18.12 of the Implementation Agreement Amounts due from the Company in accordance with this Clause 15 shall be payable bythe rer of) the Termination Date and (i the date thats hit (30) days ater the end of the relevant Gas Fates Assessment Period, upon delivery by Enemaltato tre Company ofan Invoice with resonable supporting dociments The Company acknowledges and agrees that any payments required pusiant o ths Cause 4 aren the nature of liquidated damages, are not 3 penalty, are far an reasonable, and represent a reasonable estimate of the loss to Enemalta that will esl from a falure to ‘maintain the Acceptable Gas Facies Average Avalabiity cas Tat 0Gas Supply Agreement ir Dally Statements The Company shal prepare and submit to Enemalt, no later than thre (3) Business Days after the day to which it relates, statement showing or that day ° 6) © @ the Gas Auiable foreach Hour inthe days Enemala’s nomination for Gas delivery fr each Hourin the day Gas delivered tothe Delimara 3 Connection Pint in the dy; and the status ofthe Gas Facies foreach Hour ofthe dy.183 192 193 20. ‘Gas Supply Agreement 1 Enemala disputes any element of any day statement, it shall prompty notify the Company of such cspute together withthe basis for uch dispute. Enemalty shall be entitled to review the Gas Fcities records eaton to any such dispute, f the Faris are unable to resoWe the dispute and agree a daily statement forthe day in question within one (2) month or sueh other period as they may agree) after receipt of such rtifiaton, ether Party may ofr the matter va Expert in accordance with Clause 28 Assignment and Novation Save as otherwise expressly prouded hereunder, neither Party shall assign novate or in any other manner transferor dispose of any ofall of its rights nd obligations under this Aereement, whether for consideration or otherwise, without the prior written consent of ‘the other Party, except as specially provided hereunder. ‘The Company may assign and/or transfer and/or novate it sights and/or aligations under this Agreement to the Lenders orto the Lenders’ agent or taste (together with the ‘asignment of al other Supply Agreements) for the purpote of proving security under the Financing Agreements and may assign, transfer and/or novate ay ov alo its rights and ‘obligations under this Agreement in connection withthe enforcement of uch security. The {Company stall notify Enemalta in writing of such assignment, transfer o: novation within five (5) Business Days of any such assignment. The Company shall not otherwise dispose of or encumber any of ts interest inthis Agreement. nemala shall be entitled to assign and/or transfer and/or novate the Supply Agreements in whole (but not in part to a third party provided that (the other Suppl Agreements are Simultaneously assigned to such thd party an (I) the condons set out mn Clause 293 of the implementation Agreement have been satisfied ‘any actual, attempted or purported assignment transfer and/or novation by a Paty of any lof s rights or obligations or interests in, under or pursuant to this Agreement that does not ‘comply with this Clause 38 shall bel vod and have no legal oree ore. ‘The rights and remettes provided by this Agreement may be waived onlin writing bythe felevant Party n'a manner that expressly stats that a waver s intended, and such waver ‘shall only be operative with regard to the specie circumstances refered Unless acight or remedy of a Party Is expressed to be an exclusive right or remedy, the rere of such emedy by a Party i without prejudice to the Parties other rights and remedies. Any faire to exerse oF any delay in exercising aright or remedy by ether Party ‘hall ot consttte a waver ofthat eight or remedy raf any ater rights a remedes. ‘The rights and remedies provided by this Agreement are cumulative and shal, unless otherwise sated, ot be excusve of any right or emedies povided at lw Relationship ofthe Parties Nothing inthis Agreement is intended to oF shall operate to create partnership or Joint venture of any kind between the Parts, or to authorise either Part to ac as agent forthe 2a 2. 2. (68s Supply Agreement ‘other, and neither Party shall have authority to atin the name or on behalf of or otherwise to bind the otherin any way cuding but ot limited to the making of sy representation cor warranty, the assumption of any obligation or Hablty and the exercie of any right or power) severance Wf any provision ofthis Agreement is or becomes legal, invalid or unenforceable in any jurisdiction, that shall ot affect the legality, valdty or enforceability in tat jurslction of any other provision of this Agreement, or the legalty, vali or enforeaalty in any other {usdction ofthat or ny other provision of thie Agreement any one or more ofthe provisions ate alone of together deemed tobe llega, lavalié or unenforceable, the Parties shall negotiate in good faith to moslfy any such provisions so that to the extent posible they achieve the same effect as would have beer achieved by the invalid or unenforceable provisions. Further Assurance ‘ach Party undertakes atthe request ofthe other, and at the cast ofthe requesting Party to Go all acts and execute al documents which may be necessary to give effet tothe meaning ofthis Agreement ity For Review No review, non-objection or approval by Enemalta of any drawing, spetication or design proposed by the Company in connection with performing te obligations under Us ‘ereement shall relee the Company fom any labilty that # would atherse have had foe ite negligence in the preparation of such drawing, specication oF design, oF failure 10 ‘comply with applicable Law, orto satis the Company's obligations under this Agreement, nor shall Enemata be lable to the Company by reason ofits review, non-objection or approval of any such drawing, specication or design “Amendments, Emre Agreement No amendments may be made to tis Agreement unless they are in writing and signed by the authorised representative of both Parties. ach of the Parties acknowledges and agrees that in entering into the Transaction Agreements it does not rly on, and shall have no remedy in respect of, any statement, representation, waranty or undertaking (whether negligent or innacentiy made) oer than as expressly set out nthe Transaction Agreements. The ony remedy alabeto either Party in respect of any such statements, representation, warranty or understanding shal be for breach of contract under the term ofthe Transaction Agreement. ‘This Agreement andthe Transaction Agreements contain the entre agreement between the Parties with respect to the subject matter of this Agreement, and the Transaction Agreements supersede and extinguish any por drafts, agreemens, undertakings, Understandings, promises or conditions, whether oral or writen, exaress or implied between the Parties relating to such subject mater. 226, a. 2a Gas Supply Agreement Survival of Obligations Notwithstanding anything contsined herein to the contrary, the provsions which are ‘expressed to survive expiry or termination, oF which ae impliedly expected to do so, shall survive expry or termination of ths Agreement for any reason whatsoever and shall Continue in ful force and effect thereafter, ‘Third Paty Rights “This Agreement is intended solely for the benefit ofthe Parties hereto. A person who isnot 1 party to this Agreement has no ight under article 1000 ofthe Chil Coce (Cap. 16 of the Taws of Malta) to enfore any term af his Agreement Notices ‘Any notices gven under or in relation to this Agreement shal bein writing signed by or on behalf of he Party giving it and shal be served by delivering it personally by Sending iby registered mal of by ax or by email tothe addeess and forthe atteatin of the relevant Pty noted for such purpose ort such ther addres as that Party may nave stipulated in accordance with thi Clause. -Aotice shal be deemed to have been eceve! 27.24 delvered personaly atthe time of delivery or 27.22 sent by fax or email on receipt of 2 sucessful transmission report bythe sender if Sent before 16.00 hous of any working day and otherwise a O$:00 hous on the ext working day. ‘As atthe date ofthis Agreement, the Paris choose the postal and physial addresses and contact deals et ot below: Name: Enemala ple sires Enemala ple Trig Bet Hazna, Marsa MRS 2572 ‘tention; Chief Executive Officer Paas uppty Agreement Name: lectogas Mata Limited Adress: evel St lun’: Malka FexNumber: (386)21372358, ‘tention General Manager [ther Party may change its nominated address to another address in Mata (but not to an ares in any ater county} ors contact etal by ving at least fiten (15) days prior writen notes othe other Party, Dispute Resolution Procedure 1 any controversy, disagreement or dispute should arise between the Parties in the performance, interpretation, or application ofthis Agreement (a “Dispute”, either Party may serve upon the other a writen notice ("Notice of Dispute") stating that such Party desires to have the Dispute reviewed and finally sete. The dispute resolution procedure shall start with the service ofa Notice of Dispute. The Novice of Dispute shall set out the mater particulars ofthe Dispute and the reasons why the Party serving the Notice of Dispute believes thatthe Dispute has arse, Unless agreed otherwise or this Aareement i terminated by 2 Paty, the Parties shall continue to comply with ther respective obligations pursuant to ths Agreement regardless ‘ofthe nature ofthe Dispute and notwithstanding the referral ofthe Dispute to the dispute Fesoltion procedure ‘The Parties shall use al easonable endeavours to settle any Dispute between them in good ‘ath, If the Parties have not settled the Dispute amicably within fiteen (15) Busines Days then the Parties shal eferthe mater ether to an Expert for determination, or arbitration, Expert Determination 286.1 If this Agreement expressly provides for (or the Patios at the time agree upon) fxpert determination in relation tothe Dispute in question, then ether Party shall be ented to refer the Dispute to an Expert for determination. 2852 Where this Agreement provides for Expert determination in elation to any mater, nether Party shal be entitled to refer such Dispute toarltrton. 35‘casSupply Agreement 286.3 The procedure forthe appointment ofan Expert shall bea follows (2) the Party wishing to appoint orto refer 2 matter to an Expert shall give notice to that effect tothe other Party an, with such notice, shall give etal of the reason forthe appointment af, and the mater tobe refered to, the Expert (o) the Portis shall meet and endeavour to agree upon a person to be the Expert (of, within ve (5) daye from the date ofthe notice under (a) above, the Parties have filed to agree upon an Exper, the matter shall orthwith be referred by the Party wishing the appointment to be made tothe Chaeman fof the Malta Arbitration Centre, who shall be requested to make the appointment ofthe Expert, having regard to the nature ofthe Dispute, within tity 20) days and, in so doing, may take such ndesendent advice as he thinks fs (6) upon a person being appointed as Expert pursuant 20 the foregoing provisions, the Parties forthwith shall nay such person o his election and Shall equest him t confirm within fourteen (18) days whether or not he is wiling and able to accept the appointment; and (e}__ifsuch person iether unwing or unable to accept such appointment, or Shall not have confirmed his willingness and. abity to accept such appointment within the sad period of fourteen (14) days then the process Shall be repeated unl 2 person Is found who acepts the appointment as Exper. 2864 A person shal not be appointed 36 the Expert unless he is qualfed by education, experience and traning to determine the matter in dispute, or fe hat an interest fr duty which would materally confit with hs role (including beng 2 director, ‘cer, employee or consultant toa Party orto any Aas ofa Pay). 28.65 The Expert shal decide the procedure tobe followed inthe determination and shall, be requested to make his/her determination within twenty (20) Business days of his appointment or as soon as reasonably practicable thereafter anc the Parties shall sist and provide the documentation that the Expert requires fer the purpose of the determination, 28.56. The proces shallbe conducted in pivate and shal be consent 285.7 The Expert shall be entitled to obtein such independent professionel and/or technical advice as he may reasonably require and shall give full witten reasons for his decson 2868 The Expert's decison shall determine how and by whom the costs of the etermination, including her Fes and expenses, ae tobe pai, 26‘Gas Supply Agreement 28.69 An Exper’ decision rendered in accordance with this use 28 shall be final and binging on the Parties and the Parties expressly wave, to te fullest extent etmited bylaw, any and al rights that they may now have or may have inthe Future to contest the decision ofthe Expert before any court rather adjuleatory oe administrative body, save inthe ease of manifest ector or frau, and save that fither Party may Fler the subject matter of the Expert's decion Yo arbitration in Becordance with Cause 28.7 by giving writen novee to the ther Party of Is intention todo so within thirty (30) days ofthe Experts decison In case of such a referral to arbitration, the decision ofthe Expert shall be final and binding pending any arbitral award tothe contrary. 28.610 ll communications between the Parties andthe Expert shall be made in writing and 2 copy thereof provided simultaneously tothe other Party. No meeting between the Expert and the Parties or ether of them, shal take place unless bith Parties Mave 3 reasonable opportunity to attend any such meeting. 286.11 The Expert shall be deemed not to be an arbitrator but shal render his decslon as anexper. 28.612 ach Party shal bear the costs of proving al data, Information and submissions sven by and the costs and expenses ofall counsel, witness: and employees Fetained by it, but (unless the Expert shall make any award of Such costs and expenses which awatd, if made, shall be pat ofthe Expert’ decision the cost and texpenses ofthe Expert and any independent advisers tothe Expat, shall be borne ceqvaly by the Parts Astron 28.74 Each arbitration between the Parties shall be held and fall seed in Malta and ‘shall be conducted pursuant othe rules of the international Chamber of Commerce (the "Rules ia force when the arbitration commences. 28.72 The arbivation shall be conducted in English before an arial tibuna (the “Tribunal composed of thee (3 atitrators. Each ofthe Parties sal nominate an arbitrator and such two appointed arbitrators shall ity nominate the third (who Stall be the chairperson within ten (10) Business Days after the cenfirmation of the second arbitrator, fling which the chairperson shall be appointed by the then Secretary General ofthe CC International Cour of Arbitration. 28:73 The Paris shall each pay oneshalf of any advances on costs required for the arbitration. The Tribunal shall be entitled to allocate the cose of arbitration between the Paris, which costs shall be borne by each Party a termined in any arbitral award or ward by the Toul. Any documentation submited which Ismet Inthe English language shal be accompanied by 3 translation lato Engh. 28:74 Inthe event of any conflet between the Rules and the provilone cf this Agreement the provisions ofthis Agreement shall preva 7229 Gas Supply Agreement 28:75. The award ofthe arbitrators shall be final and binding on the Petes, and may be enforced by any court of competent juristiction, 28.76 The Parties agree thatthe arbitration shall be kept confident and that the estence of the proceeding and all elements theref {incuding but not limited to ‘ny pleadings, briefs or other documents submited or exchanged any testimony ot father oral submissions, and any awards) shall nt be ascosed bevond the tural the Parties, their counsel and any person necessary tothe conduct the proceedings, eicept as maybe lawful required in judicial proceedings relating thereto 0° tothe award resulting therefrom or as required pursuant to the rules of any recognised Stock xchange ‘Muito Proceedings fone fact or set of circumstances) gives re tothe possibility of arbitration proceedings being nsitted in accordance with more than one ofthe Transaction Agresments, the Party instituting proceedings shall institute proceedings only onc in elation to that fact (or set of cumstances) in respect of al alleged breaches under any ofthe Transation Agreements land may not Insttute multiple proceedings under more than one of the Transaction ‘Agreements. Any proceedings instituted contrary to ths provision shall be dismissed by the “ibunal and all expenses relating to such proceedings shall be bore by the Party instituting rmultpe proceedings contrary to this Cause 28 Sovereign Immunity 289.1 To the extent that Enemalta or the Company may in any jurisdiction claim for itself (FIs assets any immunity from sult, execution, attachment (whether in aid of execution, before judgment or otherwise) or ether legal process and tothe extent that in any such jurisdiction there may be attributed to self or its assets such lnnmuity (whether o¢ not calmed), Enemalta or the Company, asthe case may be, hereby Irevocably agrees not to claim, and hereby Ievocsaly waves, such Srv to the fal extent permite by the laws of such urditn, in connection vith this reoment 28.5.2 Enemalta andthe Company hereby consent general a respect ef any legal action ‘oF proceeding arising out of oF in connection with ths Agreement tothe giving of ‘any relief or the ite of any proces in conection with this Agreement neluing, ‘without limitation, the makin. enforcement or exestion againe: any property oF ‘assets whatsoaver (subject to the provision of Cause 2883) of any order (whether bere judgement or otherwise) or judgment which may be mace or gven in the proceedings 289.2 No waivers hereby being made in elation to moveable or immovable property of Enemala or the Government that Ie destined to diplomatic and coneular mision| and, exept insofar as they ate being used or intended for us for commercial purposes, tothe Fesidence of head of missions and to Maltese registered vessels and/or aircraft owned by the Governmentas Supply Agreement 28.9.4 Enemalta and the Company irrevocably and unconditionally achnowedge thatthe ‘execution, delivery and performance of ths Agreement consttute private and commercial (and not puble or governmental) acts of the Parties done and performed for prvate and commercial and nat public or goveramental) purposes. Governing Law “This Agreement shall be governed by and construed in accordance with te laws in force in Mala fom time to ine. 2”‘cas Suply Agreement IW WTIESS WHEREOF, te Parts have duly nected tis Agrement 2 ofthe ete and year Fis camo Frestck Aitoparci “reat ecutive Charman hema le(as Supply Agreement Schedule A~Tests 1 GENERAL Clauses 4 and 15 ofthis Agreement prove for Tests tobe cried out. Sach Tests shall be carted out in accordance with the general proviions of thi Agreeent, including in accordance with the requirements set out in ths Schedule (GENERAL ARRANGEMENTS ‘The Company shallin elation tothe Gas Facies: (a) make all necessary arrangements to conduct the Tests incling any co-ordination with Enemata in accordance with the Minimum Functional Specftions and the {as Connection and Operating Conditions stout in Schedule C; (©) provide a equipment, personnel and materials required to conduc the Tests (©) be responsible forthe carving out of ste tests as required by Applicable Standards and Laws, on completion of the werk and prior to commissioning, al equipment Shall be tested to demonstrate that itis entely suitable for safe commercial (3) perform all Tests in accordance with the standards of » Reazomble and Prudent (Operator, the provisions ofthis Agreement and ll aws; (6) ensure that during any Test the Gas Facies shall as fara reasonably posible, be (Operated in a manner which i epresentative ofthe Operation ofthe Gas Facilites, Equipment shal be Operated within speciation and alarm limits shall be set consistent with the standards of 2 Reasonable and Prudent Operator. No systems which are employed for normal operation wil ba taken out of service and no alarm Condition wil be Suppressed ules special allowed for inthe Test procedure; (9 ensure that all Tests are conducted with gaseous emissions levels that are in accordance with the authorised levels stout inthe Environmental Permits () ensure prior to any Test tat all metering equipment and recordiag equipment are of sultable accuracy, in wotking order and hold vabd calibration catifieates and permit according tothe appropiate codes, rules and requirements and 1%) subject to the other provisions inthis Agreement and this Schedule, ensure that the (Gas Availabilty of the Gas Facies shall be determined in accordance with -Aapicable Standards These reference standards shall be used to define the scope of the Tests, apply definitons, define Test preparation requirements, operating condone ietrimentaton requirements and define methods cf measurements, computation of results and Test reprting. aa 32 {cas Supply Agreement COMPANY'S ACCEPTANCE TESTS PREPARATION “The Company shal prior to undertaking any the Gas Facies Acceptance Tests, develop Gas Faclties Acceptance Tests procedures (the "Gas Fates Acceptance Tests Procedures), together with a Gas Facies Acceptance Tests programme (the "Gas Facies Acceptance “ests Programme"). The Gas Facities Acceptance Tess Procedures and the Gas Facies ‘Acceptance Tests Programme shal be submitted to Enemas for approval witha copy tothe Independent Engineer not les than three (3) months in advance of the start of the Gas Flies Aeceptance Tess (a) such Gos Facies Acceptance Tests Procedures must Ista essential measures deemed necessary forthe Gas Facies Acceptance Tests, ghiag outine detals reaarding the methods of measurement and any relevant codes, standards and procedures. The methods of measurement of other parameters (uth a5 ambient temperature, barometric pressre and relative hums) shall tebe uly detailed In the Gas Facies Aeceptance Tests Procedures; (&) the Parties shall use ll reasonable endeavours to agree the Gas Facies Acceptance Tests Procedures and the Gat Facies Acceptance Tests Programe ‘wo (2} month pir tothe planned start of the Gas Faces Acceptance Tess. If Enemalta does not comment on or nati its approval er disapproval within thirty (20) days of submision by the Company, the Gas Facies Acceptance Tests Procedures and the Gas Faclties Acceptance Tests Programme stall be deemed to bbe apreed and the Company shall be entitled to proceed based ants submission Enemalta may only withhold agreement to the Gas Facies Acceptance Tests Procedures and Gas Faces Acceptance Tests Programme if inccnsistent withthe terms and condtlons ofthis Agreement, nd (if the Parties are not able to reach agreement as provided, the independent Engineer shall determine the Gas Facitles Acceptance Tests Procedures and the Gas Foaites Acceptance Tests Programme content with the terms and conditions of this Agreement (GAS FACLITIES ACCEPTANCE TESTS (a) The Gas Facies Acceptance Tests comprise thee sels of tet, to be cated out inthe folowing order: (0 ascites hase Functional Tet (i) as Facttes hase Peformance Acceptance Tests (W)—GasFacttes hase Rei Tests; (tw) Gas Fates hase 2 Perfomance Acepanc Tes; (Gas Facies Phase 2 Rebabiity Test 234 (as Supply Agreement (0) The teats in each series must be Duly Completed and meet or exceed the required crterla before the next series commenced, A fale of any one requirement oF {capably wil constitute a falure ofthat element ofthe Gas Faities Acceptance “ests vequirng that element ofthe Gas Facies AceptanceTeste:o be repeated ‘GAS FACILITIES PHASE 1 FUNCTIONALTESTS ‘These tests sal asess the following cpablitis ofthe Gas Facies: (0) Protection, control and monitoring systems ‘he conect operation of all mechanical and electrical protecive, control and ‘monitoring systems and redundant system changeover shale vere. (b) UNG storage capacty, [Messurements shall be caried out to demonstrate that the capacity of the gas storage tank s125,000m3. For the avoidance of doubt, the storage tanks need not ‘be ull with Gas atthe ime of taking the Gas Facies Acceptance ests, (GAS FACILITIES PHASE 3 PERFORMANCE ACCEPTANCE TESTS These Tests shall measure performance against the Operating Parameters as set out in Schedule G to this Agreement and wll comprise ofthe following teste (2) GasFacities Phas 1 Acceptance Tests Availity ofthe Gas Facies, During tis test, the Gas Faities shal be Operated and tested together with all aualiar plant equipment and services required for i safe and effisent Operation Bt. stable capacity fora contnuovs period of to (2) Hours ‘Te load capacity during testing shall be st by the prevaling operation of Deliara 23 Phase Lat any given time, For the purpose of the test, the Gas Facies Phase 1 Acceptance Tests Availabilty shall be the average capacty ofthe Gas Facies, alulated by dividing () the total (Gar delivered to and measured ae above a the Deimare 3 Conne:tion Poin dng ‘the two (2) Hour test period by i two (2) Hours (0) Ramp Up and Ramp Down ()_Enematea wil demand Gas tthe Ramp Up Rate applicable fora start and at the Ramp Down Rate as set out in part 1.2 of Schedule 6. An emergency shutdown willalo be teed (Whe times elapse from start to fl opacity and then to tly stopped shall be recorded to demonstrate thatthe Gas Facies can theachlev the Ramp Up Rate and the Ramp Down Rate, both asset out in part 12 of Schedule G 8{Gas Supply Agreement (GAS FACIUTIES PHASE 1 REUABILIY TESTS (a) During the Gas Facies Phase 1 Relablity Test, the Gas Facts shall be Operates dnd tested together with al auilary plant, equlpment and series require forts stable, safe and ecient Operation, by being. started full remotely and _atomatially and remaining in Operation atthe load capacity set by the pevaling ‘operation of Delimara3 Phase 1 at any given time, or other reduced loads as may be ‘agreed between the Company and Enemalt, for a continuous seventy-two {72}, our period under a variety of demanded Gas deliver rates. (8) Forced outage prior to competion of the Gas Facies Phas 1 Feabity Test wil requir the Gas Facltles Phase 1 Relablity Test tobe repeated Inthe entirety, (e)_Any falure of Detimara 3 Phase 1's ality to take as prior to completion of the relbity test, shall nat requie the relablity tests tobe repeated provided the Gas Conditions ate maintained atthe Dsliara 3 Connection Point ‘GAS FACILITIES PHASE 2 PERFORMANCE ACCEPTANCE TESTS ‘hase Tests shall measure performance against the Operating Parametars as set out in Schedule G to ths Agreement and will comprise ofthe following test (2) Gas Facies Phase 2 Accaptance Tests Availity of the Gas Facies. During this test, the Gas Facies shall be Operated and tested together with a auillary plant, equipment ad services required forts safe and ecient Operation ata stale capzcty for continuous pried of two (2) Hours. The load capacity during testing shall be set by the prevaing operation of Delimara 13 Phase 2 at any given time. This measured capacity shall then be corrected to Getermine the fullead capacity For the purpose ofthe test, the Gas Facies Phase 2 Acceptance Tests Avalabity shall be the average capaty ofthe Gas Facies, caleulte by ding (the total (Gas delivered to and measured at above atthe Delmara 3 Connection Point during ‘the two (2) Hour test perio by i) we (2) Hous. (8) Ramp Upand Ramp Cow, {0 Enemaita wil demand Gas atthe Ramp Up Rate applablefr a start and at the Ramp Down Rate as st out part 1.2 of Schedule G. An emergency shutdown wil alo be tested (i) The tines elapsed fom start to ful capac and then t fully stopped shall be recorded to demonstrate that the Ga Fite can the achieve the Ramp Up Rate andthe Ramp Down Rate, both as set out ia part 22 of Sehedull Ga9 ‘Gas Supply Agreement ‘GAS FACILITIES PHASE 2 RELIABILITY TESTS (a) During the Gas Facies Phase 2 Relabilty Test, the Gas Facies shall be Operated and tested together with al aulay plant, equipment and services required forts Stable, safe and efficent Operation, by ‘balng. started uly remotely and automatically and remaining in Operation at the load capacity set by the prevaling ‘operation of Deliara 3 Phase 2 at ay even time, or other reduced lads as may be Bzreed between the Company and Enema, fr a continuous seventy-two (72) Hour period under variety of demanded Gas delivery rates, (0) A Forced Outage prior to completion ofthe Gas Facilities Phase 2 Flat Test wil require the Gas FacitiesPhave 2 Relblity Tests to be repented inthe entice. (ony falure of Delimara 3 Phase 2's ability 0 tke Gas prior to completion of the relay tests, shall not require the reality tests o be repeated provided the Gas ‘ondtions ace maintained tthe Delmara 2 Connection Poin. ‘GAS FACILITIES ACCEPTANCE TEST REPORT ‘The Company sal in respect ofa Gas Felis Acceptance Tests, deliver a Gas Facilies ‘Acceptance Tests Report to Enemata in accordance with Clause 4 comprising (0) fullest ofalelements ofthe Gas Faitis Acceptance Tests: (0) detaled description of any adjustments made to the Gas Facies Acceptance Tests results; (c)_ detailed fnaings in respect of whether the Gas Facies comply with each ofthe funcional performance and reliably requements; and (8) all supporting information and documentation reasonably required to substantiate ‘he results ofthe Gas Facies Aceptance Tess TESTING AND COMMISSIONING PHILOSOPHY (3) The commissioning ofthe Gas Facies shall be manly completed inthe shipyard before transportation to the Leaed Premises. Onl site specific commissioning shall be carried out atthe Leated Premises. Ste-speife commissioning and testing shall bbe apalled for requirements related to operational conditions of the Leased Premises (0) An approved method of radlographic or other non-destructive testing shall be used for roving all welding associated with pressure vessels and high oressure piping in accordance withthe Pressure Equipment Directive (87/23/EC) and applicable EN Standards (0) Before commmisioing, all letra! equipment shal be subjected to ste tests as deemed necessary bythe Applicable Standards. 6as Supply Agreement (4) Allprncpa test records, test cetifiates, and performance curves sal be Kept In Company’ possesion forall tests cared ot COMMISSIONING TESTING ACTIVITES “Typical activities that shall be conducted during commissioning of the orshoe fetes, if any, forming part ofthe Gas Faities include at least the flowing (6) caning and dying eauioment: {b) testing contnuty ane insulation cable systems 10) _testing cabinets and bores (6) presse testing and fusing of ising ystems (6) leakehecking (funciona testing of components, plant and systems (e) funciona testing of instrumentation, conto and iter (1) vrcation of oftware uncvonaiy, (0 bration tet: an noise lve tests offshore felts wil be commisioned, tested, and certfed, to internationally recognised ‘marine standards, and accreditations. PERFORMANCE ASSESSMENTS PREPARATION The Company shall prior tothe Open Cycle Energy Deivery Date, propose in writing to the Independent Engineer and Enemata the detalled test procedures to be applied throughout the Operating Period for carrying out Gas Facies Performance Assements (the “Gat Faclities Performance Assessment. Procedures", The Gas Facies Performance Assessment Procedures must stall essential measures deemed necessary forthe relevant assessment giving ouline detail regarding the method of measurement and any relevant odes and standards, provided thot Gas Facilities Performance Assessments shall be conducted utilising the Fiscal Metering System to measure the Metered Gas Avaabilty of the Gas Facies ‘he Parties shall use all earonable endeavours to agree the Gas Facities Performance Assessment Procedures, including any reasonable amendments require, within thirty (30) ‘Businss Days ofthe dat such procedures are submitted bythe Company. fEnemata does ‘ot comment on o natty its approval or lsapproval of the drat Gas Facies Performance Assessment Procedures provided by the Company within such tity (0) Business Day 6(Gas Supply Agreement period, the Gas Facies Performance Assessment Procedures shall be deened to be agreed fnd the Company shall be entitled to proceed bared on ts submited Gas Facilities Performance Assessment Procedures. nemalta may only withhold agreement tothe Gas Facies Performance Asersment Procedures if inconsistent withthe tere and conditions of tis Agreement. If the Parties are not able to reach agreement ae proved, the Independent Enginer shall determine the Performance Assessment Procedures consistent with the terms and conditions ofthis Agreement. ‘The Gas Faclitis Performance Asessment Procedures shal main ald fe the Term of his ‘Agreement unless amended by agreement between the Parties, such amendment becoming ‘alld only fom the start ofthe Contact Year immediately folowing the dte on which they were agreed PERFORMANCE ASSESSMENT REPORTING Within fourteen (34) doy of the conduct of any Gas Fates Performance Assessment, the Company shall submit to Enemalta 8 Gat Facies Performance Assessment Report which (a) fullresuts of allelements of the Gas Facies Performance Assessment: (8) detaited description of any adjstments to the Gas Fades Peformance Pssessment ests: (e)detaited descriptions of whether the Gas Fciities comply with eac ofthe relevant performance requirements; né (4) ll supporting information and documentation required to substantiate the results ofthe Gas Facies Performance Assessment ‘The Parties shall use all reasonable endeavours to agree the Gas Fates Performance Assessment Procedures, including ay reasonable amendments requed, within thity (30) Business Days ofthe dat such procedures are submitted bythe Company Enemalta does not comment on or notify ts approval or disapproval of the erat Gas Facies Performance Assessment Procedures provided by the Company within such thy (30) Business Day period, the Ga Fcities Performance Azresement Procedures shale deere tobe agreed Bnd the Company shall be entitled to proceed based on its submitted Gas Facies Performance Assessment Procedures. Enemalte may only withhold agreement to the Gas Facies Performance Aesasiment Procedures Inconstent with the terms and condone of this Agretment. Ifthe Parties are not able to reach agreement 1s provided, the Independeat Engineer shall determine the Performance Assessment Procedures consistent with the terms and conditions of ths Agreement. DELIMARA3 TESTING Enemala shall conduct testing of Deiara 3 Phase 1nco-ordnation withthe Company and im acrordonce withthe Gas Connection and Operating Conitions set out inScheduleC. ”Schedule 2h ‘Gas Supply Agreement Connection and Supply Data DELIMARA 3 CONNECTION POINT, GAS PIPE ROUTING AND PROTECTION (a) The Delimara 3 Connection Point is defined as TS in Schedule F Drawing D85-XZ- 0002 Manual isolating valves} and automated isolating vaWve(s) (or emergency) Should be assumed onthe main gas header to Delmara 3. (8) The Company shall make 2 welded connection to the Delmara 3 Connection Point (not angedin order to init ATEX zoning ‘Te Company shall provide: (2) 2 Gas scl Metering system to measure all Gas Energy supplied to Enemalta at 2 point close to the Delimara 3 Connection Point or between the Delmare 3 Connection Pont and the ext pont rom the Gas Facies; (0) pressure and temperature measurements to correct for ambient influences on ‘metering measurement; and (©) 100% redundancy for the whole metering system Measuring system description: The metering systems wil be provided as two trains fon 22 100 % redundancy bass, witha mater by-pass between the two meters such that they can be operated In serles to check one meter against the father (mala & check), as Set forth in Drawing OR-ME. ‘00078, “Gas Metering Philosophy" cf Schedule F to this Agreement Minimum straight plping lengths wll be provided Uupsteam and downstream of meters in accordance with S0 9951 Le. 10 upstream and $0 downstream (0 = pipe diameter), ow conditioners requires, Metering systems will be thermal insulted 0 minimize ambient temperature effeds upon overall Each metering train wil incu the folowing: 1. Gas Fiscal Metering System with temperature and pressure measurement for correction; 2 Ondine gas chromatograph (Micro Gas CChromatograph type GC). providing gas compostion analyse. The gas ccmpostion data and other parameters wil be transmitted divecty “8(Gas upply Agreement to flow computers for cleltion; snd 3. Desicated flow computer connected to meter chromatograph anda associated instruments Meter type willbe ultrasonic as chromatograph type: Miro Gas Chromatograph pe HC 0{Gas Supply Agreement Schedule C~ Gas Connection and Operating Conditions 1 DerTions Defined terms used in this Schedule shall have the definitions assigned to them in Clause 1 of this Agreement uniss otherwise defined below or in appiabe laws, codes and regulations: “connection Effective Date” means the date on which the Company natitesEnemalts in writing thatthe Gas Facies have been construct, installed, are fuly functional and Teensed for operation by al Relevant Authorities, thatthe Gas Facies are connected t9 Delimara'3 and thatthe Fiscal Metering System has been isaled in accordance with this Schedule; "Good Industry Practice" means, at 2 particular time and from tims to time, those practices, methods and acts a are in accordance withthe best operation and maintenance "Sandards applicable tothe business cared out bythe Parties, “Measuring Installation” mesns the assembly which comprises the Fal Metering Systm and, where appable, any addtional devices and associated measuring instruments; and “riacl Metering system means the fica metering system which enses al components at the Measuring instalation and the corresponding (remote) data harling systems, needed forthe determination of enerey amounts for bling purposes oF canteoling of other ‘contract parameters ‘CONDITIONS PRECEDENT TO CONNECTION AND OPERATION {a} The Company shal not have the right to requ that Enemalt. undertakes any action requied oF specified inthis Sehedle Cunt Enemalta i satisied that the Company has obtained the required consents from any Relevant Authority and provided proof of histo Enemalt, (©) The Connection Effective Date shall not occur nti such time a he remate slat ofthe Gas Felts hasbeen commissioned (2 The Company shall notify Enemata when the conditions specfed inthis Paragraph ofthis Schedule have been met ‘DESIGN, CONSTRUCTION, COMMISSIONING AND CONNECTION (2) The Company sal comply with all terms and conditions inthe Aareement relating tothe desig, construction, operation and maintenance ofthe Gas Facilites. (©) The Company shall cary out the Gas Facies Acceptance Tests set out n Schedule ‘and any other tess as may be agreed toby both Parties, in accordance with this Agreement (The company sha provide Enemata witha certifeate or declaration of conformity to the cequcements ofthis Agreement when al the Gas Facies Aceptance Tests{Gas Supply Agreement have been Duly Completed in accordance withthe detailed te ‘agreed to between the Parties, ne procedues (4) The Company shal not at any time prior tothe Connection Effeave Date operate ‘the Gas Facites so ast allow the supply of as to the Delimara 3Connection Point ‘except forthe purposes of caryng out the agreed Tete ax set out in Schedule A) MODIFICATIONS (2) No replacement, renovation, mosifiaton, alteration or constuction (each 2 “Modifieaton’} ofthe Gas Facies which may cause the gas supply standards at the Delimara3 Connection Pont to breach thse inthe Agreemen: may be made by ‘ron behalf of the Company except in accordance with the temsof ths Paragraph 4 and subject always to the provisions ofthe Agreement (2) the Company wishes to make » Modification shall complete and submit to Enemalta formal written request aig al details of the proposed Modiiation. ProTecTioN (8) The responsibilities of each Party and the procedures to be followed for protection cof Delmara 3 are stout inthis Sehedule (b) The specie requiements in relation tothe Fiscal Metering System are set out in Schedule D. The Company shall ensure thatthe Company's Fiscal Metering System, contol and protection equipment complies with and continues comply with these (©) Any change in settings requested by the Company to those settings in this Agreement, or otheraise agreed to between the Parties, shal be the subject of 2 Modification to the Oeimara 3 Connection Point and mus be agexd toby Enema in writing in advance. Subject to Good Industry Practice, Eremelta will not unreasonably withhold its consent to any such Modifation that it wll ot increase ‘ether costo sks toEnemats, \soATION (2) Enemalta may jolate the Gas Facies from Delmara 3 in accordance with the provisions ad down in ths Schedule (©) The Company may with reasonable notice, request isolation of and acess to the Delimara 3 Gas reducing station to cary eut maintenance on th Gas Facilities in sccordance with tha provision aid down inthe Agreement anc al other rested Transaction Agreements including im patiular the site management obligations set outin Site Lease Deed (©) The Company shat comply with the technical requcements for connection to Delimara 3 set out in the Agreement, including this Schedule, and to install control and protection equipment as required to protect the Gas Facies from faults on Detimara3 stGas Supply Agreement Schedule D ~ Specifications ofthe Fiscal Metering System ‘The Company shall provide (o} a Fiscal Metering System to measure all Gas Energy supped to Enemal point cose to ‘the Deimara 3 Connection Point or between the Delimara 3 Connection Pint and the ext point fam the Gas Facies; (©) pressure and temperature measurements to correct for ambient influences on metering measurement; (2) 100% redundancy on the Fiscal Metering System: Fiscal Metering System description: as eomatograph type: The Fiscal Metering Systems will be provided 3s two trains on 22x 100 % redundancy basis with 2 facity such that they can be operated in series © check one tain against theater (nain& check). Minimum straight piping lengths wil be provided upstream and downstream of metas inacordance with $0 9951 Le. 10 D upsteam and 5 0 downstream (0 = pipe diameter), Now conditioners asrequred ‘The Fiscal Metering System wil be. thermaly ingulated to miniize ambient temperature eects ach metering rain wil include the folowing: 1, Two (2} as fiscal low meters in series with temperature and pressure reasurement for correction. The two (2) sal flow meters ‘shall tice diferent messuring technologies 2. Onne gas chromatograph (Miro Gas chromatograph ype UGC) providing Gas composition anaiss. The Gas composition Gata and other parameters willbe transmitted directly to flow computers for ‘aleuation of Gas Energy ane 3. Dedicated flow computer connected to meters, gas chromatograph avd all associated Micro Gas chromatograph type ue. ‘The overall design ofthe Fiscal Metering System, the PIDs (piping and instrumentation diagrams) and PFs (Proces Flow Bagram) shall be submitted to Enemalta by the Company for review. 8‘cas upply Agreement “The Company has the responsiblity to make the accountable measurements compliant with the Aopicable Standards. The Fiscal Metering System shall comply with all the requirements and recommendations of 1776 ‘The overall uncertainty on Gas Energy low (being HH energy as computed by the Fiscal Metering System) shall ot exceed 0.75% ‘The Company shal prove that the operational uncertainty Is within ents by using an approved uncertainty model and 1507871 ‘The measuring policy shall assure that systematic erots are actively reduced using agreed procedures regardless ofthe nature and direction ofthe deviation. If systematic eros found in the Gas Energy determination over a perio of tne e.g. causes by incorect setts oF deviations instruments outside the agreed ls), the Fiscal Metering Sytem shal be capable to deliver a the required data to ve-caulate the deviating amount of Gas Energy (fr the purpose tobe settled between the Fates ‘Al parmeters ofthe Fiscal Metering System hal be ful auditable and transparent to Enemalta ‘measurements and callations shal be traceable to international (reference) standards ‘The level of data tobe provided to Enemalta, quality assurance and instrument mahtenance shall be ‘agreed upon and shall be atablehed ina metering manval (the "Mtering Manus) The Metering ‘Moral shall nude (as 2 minimum) (2) the caltraton procedures for pressure, temperature, the fiscal How meter, as ‘vomatogrph and ow computer, including tolerances; (by) te quality control, routine, perioic and overall checks required, a which ll instruments are calibrated using measuring references; (©) reference materials and traceable caltration certificates (Quay Assurance (d)__ the date handing processes including veriatons,corections and final aproval ofthe measuring data: (e)__allineuments shall be used within their clirated ange; and (1 the required avalabity for the Fiscal Metering System is 98.9% which sto be achieved ‘through appropriate levels of redundancy in the measuring systems (dal backup meters, ‘ual Gas Crematograph (60) system, dual fow computers and UPS) For increased ceablty 8 double ted fsa flow measuring installation in series utising diferent ‘measuring principles shal be used. For the qualty measurement double Ftd gas chrometographs ‘hal be used forthe total measurement istalatlon including separate sample covdtonng,carier {3 clbraton gus ond ference gas. “The Gas fw reading shall be based onthe average value of both measurements from the double fied fiscal fw meters 38Gas Supply Agreement ‘The Fiscal Metering System shall be equipped with online comparison between the GC's and the flow meters with alarms on deviations Flow measurement ‘The equipment used shall have been approved in accordance with Directive 2004/22/EC on rmeasutng instruments (as amended rom time to time "MID" ‘The fallow meter shall be mounted according tothe Applicable Standards ‘An upstream flow conditioner shall be used. This flow conditioner and the upstream pipe of the fiscal flow meter shall als be used during catbration. The distance between te flow conditioner and the fiscal flow meter shal be at leat ten (10) pipe dlameters. The manufacuer of the fiscal flow meter shall have documented test results that the fiscal flow meter performance is within specification when used with the flow conditioner at the chosen distance fa loweandtiner isnot ‘zed, the Company has to prove that there is no effect onthe flow measurement The fea flow meter shal be protected inst ambient conditions, pollution or dust The Company must make pro-etive use of diagnostic data from the sal low meter f avaiable. The fsa Now mete run shall be suflentl thermally Insulated from ambient ten perature Catoation curve corection shall be appled to minimize systematic errors (tsing the physical teference points of the calibration), Aecalseation ofthe fiscal flow meter shall be cared ou at least ever two (2] Yeas Every fcl flow meter shall have an indvivalcalbration certificate and the calibration wil be performed a an Internationally recognise callration site that i accredited according to SO 17025. ‘ad holds the Harmonized European Gas Cubic Meter fr G3. The Company wilnform Enemalta at “which faciity the cal low meter wil be calibrated at least one (3) month in ada%ee of when wil be carted. ‘Quality Measurement “The sampling system shall ensue that the gs sample is representative forthe Gasinthe supply Sine (so.0715), ‘Ml measurements shall be traceable to international standards, Parties shall mutuay agree onthe frequency and method of analysing the folowing components and physical properties: Potential Hydrocarbon Liquid Content, Water Dewpoint, Hydrogen Sulphide, “Total Sulphur, Wobbe index, Calrifie Value, Oxyge, Carbon Dioxide, ee artes shall mutually agree on calibration procedures, (eference) materials and performance certification ("Quality Assurance") and these willbe established in a seporate manual tobe named ‘the “Quality (non fiscal measuring) ManualGas Supply Agreement Data Reporting The following data and reports shalbe provided to Enemala by the Company: (2) omine data: Gas Energy and Gas volume counters (G) or mmBTU and Nn at $ minute () chargeable Gas Eneray data on a monthly bass: hourly values of chargeable Gas Eneray, normalized volume and calorie value of Gas; () on request: alt hourly dota celevant to the accountable fgures fr Fiscal Metering System Inchusing applied corrections; and (8) callration resus + agreed anual performance assessments as described Schedule A ‘The Company shall maintain a fog of al readings ofthe Fiscal Metering System fr atleast five (8) Years after they are taken and such log shall be kept in the form of electron storage of digital information, 55as supply Agreement Schedule E~ Gas Tarif 36Gas supply Agreement Schedule F- Drawings 7{as Supply Agreement Schedule G ~ Operating Parameters 38