Common use of Operating Procedures Clause in Contracts

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty (30) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty (30) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Report, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet and review its comments and proposed changes with the Seller; and (v) the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide final drafts to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) . Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize work towards finalizing the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iiiii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising finalizing the Operating Procedures shall be as follows: (i) within thirty forty-five (3045) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty twenty-five (3025) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty twenty-five (3025) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party.; (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore]at Islamabad, Pakistan, to meet and review its comments and proposed changes with the Seller; and (v) the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required. (e) The Purchaser may delegate its functions and responsibilities under this Section 2.5 for developing and finalizing the Operating Procedures to the Grid System Operator.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Power Purchaser and the SellerCompany. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iiiii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty forty-five (3045) Days following the establishment of the Operating Committee, the Seller Company shall deliver to the Power Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Power Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty twenty-five (3025) Days following the date the draft Operating Procedures are delivered by the Seller Company to the Power Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty twenty-five (3025) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller Company shall provide the Power Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Power Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Power Purchaser and, within five (5) Business Days after a request from the SellerCompany, the Power Purchaser shall make its representatives available in [Lahore], Pakistan, to meet and review its comments and proposed changes with the SellerCompany; and (v) the Seller Company shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Power Purchaser and shall provide a final drafts draft to the Power Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Power Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller Company and the Power Purchaser shall mutually develop an inter-inter- tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller Company by the Power Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) 4.5.1 Within thirty (30) Days 30)Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) 4.5.2.3 as soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause 4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen seven (157) Business Days after its receipt by the Purchaser and, within five seven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Clause 2019.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) 4.5.3 Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b)Clause 4.5.2.5, either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2Clause 4.5. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) 4.5.4 The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days 60)Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days 120)Days prior to the date implementation of such schedule is required. 4.5.5 The operating procedures shall be deemed to have been developed by the Seller and the prior written consent by the Purchaser in accordance with this Clause 4.5 shall not relieve the Seller of any liability, obligation or responsibility under this Agreement and shall not relieve the Seller from developing and submitting to the Purchaser sound and reliable operating procedures.

Operating Procedures. (a) Within thirty (30) Days At least 60 days prior to the commencement of the establishment Delivery Term, AWWU and the Owners shall develop written detailed operating procedures governing the Water Transportation Services pursuant to the terms in this Agreement (the “Operating Procedures”). Such Operating Procedures shall comply with all applicable Approvals, Prudent Industry Standards and applicable Law and shall, at a minimum, set forth (i) the agreed methods for day- to-day communication and reporting requirements of each Party; (ii) key personnel lists for AWWU and for the Owners necessary for the facilitation of the Operational Work and the provision of the Water Transportation Services; (iii) processes for planning and communication between the Parties to coordinate regarding scheduling pursuant to Section 3.2 and Excused Events pursuant to Article 8; (iv) reporting and determining Curtailment Durations and Curtailment Limits for Excused Events pursuant to Article 8; (v) sharing of information from the Delivery Point Meter and the Injection Point Flow Meter pursuant to Section 3.3; (vi) ongoing reporting requirements of the Owners of metered water flow quantities measured at the Delivery Point and the Injection Point pursuant to Section 3.3; (vii) the process for obtaining and maintaining necessary Approvals throughout the Delivery Term; (viii) reference to necessary Facility equipment specifications and operation and maintenance manuals; (ix) inclusion of the final as-built drawings for the Facility developed pursuant to the Interconnection Agreement; (x) a clear process for ensuring that at all times during the Delivery Term, the Water Release Limits are met; (xi) each Party’s legal notice address information for the delivery of notices required under this Agreement; and (xii) any other procedures related to the provision of the Water Transportation Services and Operational Work that the Parties deem necessary. Such Operating Procedures shall include any and all detailed definitions, drawings, and descriptions of the AWWU Facilities and the Facility as necessary to facilitate the coordination and responsibilities of the Parties as set forth herein. In the event of any disagreement in the development of the Operating CommitteeProcedures, the Parties shall cause the Operating Committee work in good faith to meet and cause their respective designated members to finalize the promptly resolve differences. AWWU’s actual costs of developing such Operating Procedures addressing all operational interfaces between shall be reimbursed by the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer Owners pursuant to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical LimitsSection 6.3. (b) The procedure for developing and finalising Throughout the Delivery Term, the Operating Procedures shall be updated from time to time by AWWU as follows: (i) within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver needed upon written notice to the Purchaser in writing: (A) proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid CodeOwners, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty (30) Days following the date the draft Operating Procedures are delivered or upon written request by the Seller Owners, to the Purchaserreflect ministerial changes to ensure continued accuracy and relevancy (e.g. personnel, contact/notice information, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty (30) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(iiFacility equipment upgrades), but in any event within thirty (30) Days following the end of provided, that, such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Report, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet and review its comments and proposed changes with the Seller; and (v) the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide final drafts to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) . Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report made pursuant to this Section 2.5(b), 5.1(b) shall under no circumstances materially modify the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information obligations and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application responsibilities of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Disputeset forth herein. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shallshall encompass the following procedures and provisions: (i) take proper account an overall operating plan and procedures for the implementation of this Agreement including any special plans or procedures that apply solely to the design of period between the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] anticipated Commissioning Period Start Date and the Grid System;Commercial Operations Date. (ii) refer the format, content and acceptable means of communications of but not limited to the operational practices Annual Scheduled Quantity and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; andQuarterly Scheduled Quantity. (iii) steps to be consistent with Prudent Electrical Practices, Prudent Utility Practices, and taken in the Technical Limitscase of an Emergency or a Force Majeure Event. (iv) planning and coordination procedures for Scheduled and unscheduled maintenance on the Parties' facilities. (v) when the operations or actions of the employees or contractors of one Party may affect the operations or safety of the facilities employees or contractors of the Party safety rules and operating procedures. (vi) such other matters as the Parties may agree that are necessary or desirable to facilitate operations, communications safety or other matters of mutual interest or concern. b) The Operating Procedures shall he completed and made available for use to either Party not later than thirty (30) days prior to the Scheduled Commissioning Period Start Date. The procedure for developing development and finalising finalizing the Operating Procedures shall be he as follows: (i) within thirty Within Forty-Five (3045) Days days following the establishment of the Operating Committee, Committee the Seller shall deliver to the Purchaser Buyer in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report");. (ii) the Purchaser The Buyer shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty Twenty-Five (3025) Days days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, Buyer and each Party shall make a representative available to meet in Nigeria within ten Fifteen (1015) Business Days following the end of such thirty Twenty-Five (3025) Day days period to review each Party’s the draft comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a PartyProcedures. (iii) as As soon as is practicable after the meeting referred to in Section 2.5(b)(ii), 4.2 (b) (ii) but in any event within thirty (30) Days days following the end of such meeting, meeting the Seller shall provide the Purchaser Buyer with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Report, incorporating to the extent agreed upon between the Buyer and the Seller each of the Parties’ Party's proposed changes;changes to the Seller’s draft Operating Procedures. (iv) the Purchaser The Buyer shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, Buyer and within five (5) Business Days after a request from the Seller, Seller whichever is earlier. Within seven (07) Business Days from the Purchaser receipt of final comments the Buyer shall make its representatives available in [Lahore], Pakistan, Prague to meet and review its comments and proposed changes with the Seller; and. (v) the The Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required agreed upon by the Purchaser Parties and shall provide a final drafts draft to the Purchaser Buyer as soon as practicable, practicable and in any event within ten Ten (10) Business Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report meeting referred under Section 4.2 (as revised under sub-clause b) (iv) hereinabove) ). Any Dispute between the Parties as to whether any matter should be he included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be he determined in accordance with Section 18.2. The determination of the Expert 16, which shall be final and binding with respect to of the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.4.2

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser Power Purchaser, NTDC and the SellerCompany, other then those matters to be addressed by the Metering Committee. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iiiii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty forty-five (3045) Days following the establishment of the Operating Committee, the Seller Company shall propose and deliver to the Power Purchaser and NTDC in writing: (A) proposed , draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Power Purchaser and NTDC shall provide their respective comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty twenty-five (3025) Days following the date the draft Operating Procedures are delivered by the Seller Company to the PurchaserPower Purchaser and NTDC, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty twenty-five (3025) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the changes proposed changes of by a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller Company shall provide the Power Purchaser and NTDC with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed by the Parties, each of the Parties’ proposed changes, if any; (iv) the Power Purchaser and NTDC shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Power Purchaser andand NTDC, and within five (5) Business Days after a request from the SellerCompany, the Power Purchaser and NTDC shall make its representatives available in [Lahore.], Pakistan, to meet and review its their respective comments and proposed changes changes, with the SellerCompany; and (v) the Seller Company shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Power Purchaser and NTDC, and shall provide a final drafts draft to the Power Purchaser and NTDC as soon as practicable, and in any event within ten (10) Days following receipt of the Power Purchaser’s and / or NTDC's comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding on all the Parties with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either any Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding on all the Parties with respect to the resolution of such Dispute. (d) The Seller Company, the Power Purchaser and the Purchaser NTDC shall mutually develop an inter-inter- tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller Company by the Purchaser NTDC at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required. (e) Copies of the inter-tripping schedule to be developed in terms of Section 2.5(d) and the Operating Procedures shall be sent to the Power Purchaser for information.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize work towards finalizing the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iiiii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising finalizing the Operating Procedures shall be as follows: : within forty-five (i) within thirty (3045) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty twenty-five (3025) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty twenty-five (3025) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) ; as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) ; the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore]at Islamabad, Pakistan, to meet and review its comments and proposed changes with the Seller; and (v) and the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required. (e) The Purchaser may delegate its functions and responsibilities under this Section 2.5 for developing and finalizing the Operating Procedures to the Grid System Operator.

Operating Procedures. ‌ (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize work towards finalizing the Operating Procedures addressing all operational interfaces interface between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] System and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising finalizing the Operating Procedures shall be as follows:the following:- (i) within Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) proposed draft Operating Procedures; and (B) a report identifying Procedures in writing to the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report");Purchaser. (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within Within thirty (30) Days following the date the datethe draft Operating Procedures are delivered by the Seller to the Purchaser, the Purchaser shall,in writing, provide comments and each Party shall make a representative available advise the Seller of all matters and information the Purchaser believes are required to meet be included in the Operating Procedures;and, within ten (10) Days following the end of such thirty (30) Day period period,each Party shall make a representative available to meet, so as to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes changes, and on any objections to any of the proposed changes of a Party. (iii) as As soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Reportincorporating, incorporating to the extent agreed agreed, each of the Parties’ proposed changes;. (iv) the The Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet with the Seller and review its comments and proposed changes with the Seller; andchanges. (v) the The Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under in accordance with sub-clause (iv) hereinabove) , so as to incorporate such additions or modifications required by the Purchaser Purchaser, and shall provide the final drafts draft to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) changes. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and and, in good faith, discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures Procedures, shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser Purchaser, at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) 4.5.1 Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day Days period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) 4.5.2.3 as soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause 4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen seven (157) Business Days after its receipt by the Purchaser and, within five seven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Clause 19.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute.. (20.2) (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) 4.5.3 Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b)Clause 4.5.2.5, either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such DisputeClause 20. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) 4.5.1 Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) 4.5.2.3 as soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause 4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen seven (157) Business Days after its receipt by the Purchaser and, within five seven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Clause 20.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) 4.5.3 Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b)Clause 4.5.2.5, either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2Clause 20.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) 4.5.4 The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required. 4.5.5 The operating procedures shall be deemed to have been developed by the Seller and the prior written consent by the Purchaser in accordance with this Clause 4.5 shall not relieve the Seller of any liability, obligation or responsibility under this Agreement and shall not relieve the Seller from developing and submitting to the Purchaser sound and reliable operating procedures.

Operating Procedures. (a) 4.5.1 Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day Days period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) 4.5.2.3 as soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause 4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen seven (157) Business Days after its receipt by the Purchaser and, within five seven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Clause 19.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) 4.5.3 Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b)Clause 4.5.2.5, either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such DisputeClause 20. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA THE AUTHORITY to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty (30) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty (30) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(iiClause 9.12(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Report, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet and review its comments and proposed changes with the Seller; and (v) the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide final drafts to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) . Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.five

Operating Procedures. (a) 4.5.1 Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) 4.5.2.3 as soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen seven (157) Business Days after its receipt by the Purchaser and, within five seven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such DisputeClause 20. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.

Operating Procedures. (a) 4.5.1 Within thirty (30) Days 30)Days of the establishment of establishmentof the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) 4.5.1.1 take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iii) 4.5.1.2 be consistent with Prudent Electrical Utility Practices, Prudent Utility Practices, and the Technical Limits. (b) 4.5.2 The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within 4.5.2.1 Within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) 4.5.2.2 the Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty fifteen (3015) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten seven (107) Days following the end of such thirty seven (307) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as 4.5.2.3 As soon as is practicable after the meeting referred to in Section 2.5(b)(ii)Clause 4.5.2.2, but in any event within thirty seven (307) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) 4.5.2.4 the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen withinseven (157) Business Days after its receipt by the Purchaser and, within five withinseven (57) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Pakistan, to meet at a venue to be mutually agreed by the parties, and review its comments and proposed changes with the Seller; and (v) 4.5.2.5 the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide a final drafts draft to the Purchaser as soon as practicable, and in any event within ten seven (107) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Clause 2019.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) 4.5.3 Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b)Clause 4.5.2.5, either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2Clause 4.5. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) 4.5.4 The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days 60)Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days 120)Days prior to the date implementation of such schedule is required. 4.5.5 The operating procedures shall be deemed to have been developed by the Seller and the prior written consent by the Purchaser in accordance with this Clause 4.5 shall not relieve the Seller of any liability, obligation or responsibility under this Agreement and shall not relieve the Seller from developing and submitting to the Purchaser sound and reliable operating procedures.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize work towards finalizing the Operating Procedures addressing all operational interfaces between the Purchaser and the Seller. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry SystemMeteorological Station, the [Complex Monitoring System/SCADA System] System and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent consistent with the operation, scheduling and Despatch of the Complex; and (iii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty (30) Days following the establishment of the Operating Committee, the Seller shall deliver to the Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Purchaser shall provide comments and advise the Seller of all matters and information the Purchaser believes are required to be included in the Operating Procedures in writing on the draft Operating Procedures and the Grid Code Release Report within thirty (30) Days following the date the draft Operating Procedures are delivered by the Seller to the Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty (30) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party.; (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller shall provide the Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release Report, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Purchaser and, within five (5) Business Days after a request from the Seller, the Purchaser shall make its representatives available in [Lahore], Lahore Pakistan, to meet and review its comments and proposed changes with the Seller; and; (v) the Seller shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Purchaser and shall provide final drafts to the Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) ). Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2Article XVIII. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2Article XVIII. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller and the Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller by the Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is requiredNot used.

Operating Procedures. (a) Within thirty (30) Days of the establishment of the Operating Committee, the Parties shall cause the Operating Committee to meet and cause their respective designated members to finalize the Operating Procedures addressing all operational interfaces between the Power Purchaser and the SellerCompany. The Operating Procedures shall: (i) take proper account of the design of the Complex, the Metering Systems, the Anemometry System, the [Complex Monitoring System/SCADA System] and the Grid System; (ii) refer to the operational practices and procedures stipulated in the Grid Code which are not inconsistent with the operation, scheduling and Despatch of the Complex; and (iiiii) be consistent with Prudent Electrical Practices, Prudent Utility Practices, and the Technical Limits. (b) The procedure for developing and finalising the Operating Procedures shall be as follows: (i) within thirty forty-five (3045) Days following the establishment of the Operating Committee, the Seller Company shall deliver to the Power Purchaser in writing: (A) writing proposed draft Operating Procedures; and (B) a report identifying the provisions of the Grid Code, if any, which are inconsistent with the operation, scheduling and Despatch of wind powered generation facilities and in relation to which the Seller shall apply to NEPRA to relieve the Seller from the obligation to comply with such provisions ("Grid Code Release Report"); (ii) the Power Purchaser shall provide comments in writing on the draft Operating Procedures and the Grid Code Release Report within thirty twenty-five (3025) Days following the date the draft Operating Procedures are delivered by the Seller Company to the Power Purchaser, and each Party shall make a representative available to meet within ten (10) Days following the end of such thirty twenty-five (3025) Day period to review each Party’s comments on the draft Operating Procedures and the Grid Code Release Report and on the proposed changes and any objections to the proposed changes of a Party. (iii) as soon as is practicable after the meeting referred to in Section 2.5(b)(ii), but in any event within thirty (30) Days following the end of such meeting, the Seller Company shall provide the Power Purchaser with proposed final draft Operating Procedures and a revised draft of the Grid Code Release ReportProcedures, incorporating to the extent agreed each of the Parties’ proposed changes; (iv) the Power Purchaser shall provide final comments on the final draft Operating Procedures and the revised draft of the Grid Code Release Report within fifteen (15) Business Days after its receipt by the Power Purchaser and, within five (5) Business Days after a request from the SellerCompany, the Power Purchaser shall make its representatives available in [Lahore], Pakistan, to meet and review its comments and proposed changes with the SellerCompany; and (v) the Seller Company shall revise the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) to incorporate such additions or modifications required by the Power Purchaser and shall provide a final drafts draft to the Power Purchaser as soon as practicable, and in any event within ten (10) Days following receipt of the Power Purchaser’s comments and proposed changes to the draft Operating Procedures and the Grid Code Release Report (as revised under sub-clause (iv) hereinabove) Procedures. Any Dispute between the Parties as to whether any matter should be included in or excluded from or modified in the way it is then treated in the draft Operating Procedures and the Grid Code Release Report shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (vi) Upon finalisation of the Grid Code Release Report pursuant to this Section 2.5(b), the Seller shall forthwith apply to NEPRA for an authorisation relieving the Seller from the provisions identified to that end in the Grid Code Release Report. The Purchaser shall provide such information and shall participate in the proceedings, if any, before NEPRA as may be necessary or appropriate for expeditious and effective decision by NEPRA on the application of the Seller. The decision of NEPRA shall be incorporated in and made an integral part of the Operating Procedures. (c) Following the finalisation finalization of the Operating Procedures pursuant to Section 2.5(b), either Party may propose changes to the Operating Procedures from time to time as changes in events and circumstances may require. The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are agreed by the Parties. Any Dispute between the Parties as to whether any matter should be included in or removed from or modified in the way it is then treated in the Operating Procedures shall be determined in accordance with Section 18.2. The determination of the Expert shall be final and binding with respect to the resolution of such Dispute. (d) The Seller Company and the Power Purchaser shall mutually develop an inter-tripping schedule no later than sixty (60) Days prior to the required implementation of such schedule. Such inter-tripping schedule shall be based on a proposed schedule submitted to the Seller Company by the Power Purchaser at least one hundred and twenty (120) Days prior to the date implementation of such schedule is required.