10. Operation of the infrastructure project

10.1 New Company shall be responsible for the management, operation,
maintenance, repair and overhaul of the infrastructure project during the
Operation Period, namely ______years from the starting date of commercial
operation of the infrastructure project and shall use its best endeavours
to ensure the infrastructure project is in good condition and capable of
producing _______in a safe and stable manner. The extension of the above
mentioned Operation Period shall be discussed by both parties if the____
percent IRR is not accomplished within __________years' Operation Period.

10.2 In order to undertake necessary overhaul, maintenance, inspection
and repair, New Company shall perform downtime each year from the
Completion Date.

10.3 In pursuance of its obligation under Clause 10.1, New company
shall have full right to:
1) enter into contracts for the supply of material and services
including purchase of replacement equipment and participate in
negotiations on operation and service agreement conclusion;
2) appoint, organize and direct staff; manage and supervise the
infrastructure project;
3) establish and maintain regular inspection, maintenance and overhaul
procedures;
4) do all other things necessary or desirable for the operation of the
infrastructure project;

10.4 B and New Company shall, from time to time, meet and discuss and
agree safety guidelines for the operation of the infrastructure project.

10.5 New Company shall operate the infrastructure project in
accordance with all __________and local laws and regulations in force at
the date of signing this Agreement.
If any changes or new legislations of laws and regulations would:
1) result in the infrastructure project being unable to operate in
normal conditions;
2) result in the interest of New Company being materially reduced,
prejudiced or otherwise adversely affected;
Then the parties shall meet and endeavour to agree on amendments to
this Agreement.

10.6 B shall be entitled to appoint and allocate its experts agencies
to monitor the operation of the infrastructure project by New Company at
B's cost and expense. The monitoring shall not interfere the ordinary
operation of the infrastructure project by New Company.

11. Supply of Service offered by the Infrastructure project

11.1 New Company shall supply the produced _________________to
___________or other countries as stipulated therein. In case that the
power purchaser is other country than _____________, a service agreement
shall be concluded.

11.2 If B intends to distribute part of the produced_________ to local
market on demand, B shall use such ______________as royalty stipulated in
Clause 12.4 and if B needs more _____________than that of royalty portion
it shall be agreed upon by New Company to that effect provided that, in
such case, _______________charge shall be paid to New Company in US
Dollars as stipulated in Clause 12.

12. Service Charge and Income Distribution

12.1 In order to accomplish the purposes specified in Clauses 4.2.4),
4.2.5), 6.3.4) and 11.1, B shall undertake responsibility for the
negotiation with ________Government and the conclusion of service
agreement. B shall provide such information and data as useful and
necessary for the negotiation and appoint a person to cooperate with the
representatives from C or New Company and the People's Insurance Company
of China in charge of the negotiation.

The persons in charge shall do their duty according to the procedures
as below:

1) to submit basic concept and overall plan of the Project within
_______days from the date of singing this Agreement;
2) to start detailed technical negotiation and discussion on the rate
of service charge within _________days from the date of signing this
Agreement;
3) to conclude relevant matters and enter into service agreement
within _______months from the date of signing this Agreement.
C or New Company shall fully assist and support B and provide all
technical data, information and materials, etc. necessary for the
negotiation. In case that the parties send a delegation to negotiate with
a service purchaser, they should appoint the person or persons who are
competent for the delegation at all points in experience and specialty.

12.2 B and C or New Company agree as a negotiation point that payment
for _________export shall be received on monthly basis and directly to New
Company's bank account in_________ denominated by New Company in US
Dollars without any withholding taxes or fees.

12.3 Income from sales of _______shall be distributed by C, the
leading company of New Company, in the following order of priority:
1) Royalty to B stipulated in Clause 12.4;
2) Operation and maintenance cost;
3) Loan principal and interest to construct the infrastructure
project;
4) Dividend to the members of New Company.
The parties agree and acknowledge to cause New Company not to make any
deduction of depreciation or establishment of any reserves and to ensure
payment of principal and interest to construct the infrastructure project
after the payment of the items specified in Clauses I) and 2).
The People's Insurance Company of China will act as the undertaker of
the export credit insurance and treasurer of the New Company during the
repayment period to ensure the reimbursement of the loan principal and
interest.

12.4 The amount of income to be distributed to B and the members of
New Company shall be calculated by using as reference the Basic Case-Annex
1.
The proportion of the amount payable to B as royalty shall be as below
and readjusted based on the service agreement and the Project Cost:
___________percent during the first __________years of the Operation
Period:
____________percent during the remaining years of the Operation
Period.
The above mentioned royalty to B covers, but not limited to, B's
provision of C or New Company's free use of the Site, technical
assistance, administrative arrangement and support and other assistance
and support specified in this Agreement.
12.5 In case that main equipment should be replaced, the members of
New Company shall agree to increase their investment amount in the
proportion of their share to New Company for the procurement and
installation of that replacing equipment. Cost for replacement parts and
equipment of which durable year, determined by the internationally
accepted accounting principle, exceeds Transfer Date, shall be shared
between B and New Company in proportion of the years beyond Transfer Date
and the years falling within Transfer Date.

13. Transfer of Ownership

13.1 Before the establishment of New Company, C and B shall be the
proprietary owners of the infrastructure project or any part thereof
during the construction period and/or the Operation Period and shall
possess and exercise all rights, privileges, titles to and interests in
the infrastructure project. Such ownership shall be shared by the members
of New Company until the Transfer Date in proportion of the percentage of
their share of equity when New Company is established.

B acknowledges such ownership and guarantees that such ownership shall
be respected and protected by B under the laws of ___________and B shall
make resolutions, issue orders or execute any action which is required to
protect such ownership. B guarantees that under any circumstance or for
any cause, the ownership of the infrastructure project and other assets of
C or New Company, during construction or after Completion Date, shall not
be condemned, confiscated, nationalized or restricted by B unless C or New
Company abandons the Project.

Abandonment in this Clause means that i) C or New Company notifies B
of their definite intent to neglect the infrastructure project and ii) C
or New Company's neglect of the infrastructure project lasts more than
_____________months without cause.

During the construction period and/or operation period, C or New
Company shall at its own discretion and necessity cause a lien or
encumbrance to be created on the infrastructure project and other
facilities forming the Project, and B shall not raise any objection
theeto.

13.2 On the Transfer Date New Company shall transfer to B, free from
any lien or encumbrance created by New Company and without the payment of
any compensation, all its right, title to and interest in the
infrastructure project, unless otherwise specified in the Agreement or any
supplementary agreement.

13.3 __________year prior to the Transfer Date, B and New Company
shall discuss the necessary procedure for the transfer of the
infrastructure project and ______months prior to the Transfer Date, B and
New Company shall meet and agree the inventories involved and the
mechanics of transfer.

13.4 The infrastructure project and all other equipment transferred
pursuant to Clause 13 shall be transferred on an "as is" basis and after
the Transfer Date New Company shall be under no liability whatsoever to B
in respect of the operation of the infrastructure project by B or a person
designated by B.

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