Common use of Bona fide and arm’s length arrangements Clause in Contracts

Bona fide and arm’s length arrangements. (a) Project Operator must not enter into any Eligible Wholesale Contract : (i) unless that contract or the arrangement is entered into on a bona fide basis and on arm’s length terms.; and (ii) if that contract or the arrangement would require Project Operator to physically or notionally sell or deliver, or otherwise contract in respect of: (A) (to the extent that contract or the arrangement relates to electricity) more than 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to electricity,; or (B) (to the extent that contract or the arrangement relates to Green Products), more than the number of Green Products able to be created by reference to 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to Green Products,. (b) Project Operator acknowledges that: (i) the purpose of this agreement is to provide revenue support during the Support Period to support the development of the Project, unless Project Operator exercises an option to not receive Support, and is not intended to distort the market signals that would otherwise apply to the Project; and (ii) this agreement including this clause 15 is to be interpreted and applied consistent with that purpose. (c) If Project Operator enters into an Eligible Wholesale Contract in contravention of subparagraph (a)(ii) (“Over-Contracted Arrangement”), then the Commonwealth may (at its discretion) notify Project Operator that: (i) subject to the remainder of this clause 15, the Over-Contracted Arrangement may be an Eligible Wholesale Contract, in which case paragraph (d) applies; or (ii) the Over-Contracted Arrangement is not an Eligible Wholesale Contract. This paragraph (c) is without prejudice to any rights or remedies the Commonwealth may have in relation to matters arising under or in connection with this agreement (including under this clause 15 and clause 22.3 (“Termination by the Commonwealth for default”)). (d) In its notice to Project Operator under subparagraph (c)(i), the Commonwealth must set out its proposed treatment of the Eligible Wholesale Contract Revenue for Trading Intervals to which the Over- Contracted Arrangement applies (“Over-Contracted Trading Intervals”), which may include that, for the purposes of determining the Eligible Wholesale Contract Revenue under item 3.6 of Schedule 1 (“Support terms”): (i) all or a specified part of the Notional Quantity which is subject to that Over-Contracted Arrangement is deemed not to be subject to an Eligible Wholesale Contract; and/or (ii) all or a specified part of the Notional Quantity which is subject to any other Eligible Wholesale Contract that applies during the Over-Contracted Trading Intervals is deemed not to be subject to an Eligible Wholesale Contract, (iii) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to electricity that apply in respect of an Over- Contracted Trading Interval is equal to or less than 100% of the Notional Quantity; and (iv) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to Green Products that apply in respect of an Over-Contracted Trading Interval is equal to or less than 100% of the Notional Quantity.

Bona fide and arm’s length arrangements. (a) Project Operator must not enter into any Eligible Wholesale Contract Contract: (i) unless that contract or the arrangement is entered into on a bona fide basis and on arm’s length terms.; and (ii) if that contract or the arrangement would require Project Operator to physically or notionally sell or deliver, or otherwise contract in respect of: (A) (to the extent that contract or the arrangement relates to electricity) more than 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to electricity,;; or (B) (to the extent that contract or the arrangement relates to Green Products), more than the number of Green Products able to be created by reference to 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to Green Products,. created by the Project. (b) Project Operator acknowledges that: (i) the purpose of this agreement is to provide revenue support during the Support Period to support the development of the Project, unless Project Operator exercises an option to not receive Support, and is not intended to distort the market signals that would otherwise apply to the Project; and (ii) this agreement including this clause 15 is to be interpreted and applied consistent with that purpose. (c) If Project Operator enters into an Eligible Wholesale Contract in contravention of subparagraph (a)(ii) (“Over-Contracted Arrangement”), then the Commonwealth may (at its discretion) notify Project Operator that: (i) subject to the remainder of this clause 15, the Over-Contracted Arrangement may be an Eligible Wholesale Contract, in which case paragraph (d) applies; or (ii) the Over-Contracted Arrangement is not an Eligible Wholesale Contract. This paragraph (c) is without prejudice to any rights or remedies the Commonwealth may have in relation to matters arising under or in connection with this agreement (including under this clause 15 and clause 22.3 (“Termination by the Commonwealth for default”)). (d) In its notice to Project Operator under subparagraph (c)(i), the Commonwealth must set out its proposed treatment of the Eligible Wholesale Contract Revenue for Trading Intervals to which the Over- Contracted Arrangement applies (“Over-Contracted Trading Intervals”), which may include that, for the purposes of determining the Eligible Wholesale Contract Revenue under item 3.6 of Schedule 1 (“Support terms”): (i) all or a specified part of the Notional Quantity which is subject to that Over-Contracted Arrangement is deemed not to be subject to an Eligible Wholesale Contract; and/or (ii) all or a specified part of the Notional Quantity which is subject to any other Eligible Wholesale Contract that applies during the Over-Contracted Trading Intervals is deemed not to be subject to an Eligible Wholesale Contract,, such that: (iii) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to electricity that apply in respect of an Over- Contracted Trading Interval is equal to or less than 100% of the Notional Quantity; and (iv) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to Green Products that apply in respect of an Over-Contracted Trading Interval is equal to or less than 100% of the Notional Quantity.

Bona fide and arm’s length arrangements. ‌ (a) Project Operator must not enter into any Eligible Wholesale Contract :Contract:‌ (i) unless that contract or the arrangement is entered into on a bona fide basis and on arm’s length terms.; and (ii) if that contract or the arrangement would require Project Operator to physically or notionally sell or deliver, or otherwise contract in respect of:of:‌ (A) (to the extent that contract or the arrangement relates to electricity) more than 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to electricity,; or (B) (to the extent that contract or the arrangement relates to Green Products), more than the number of Green Products able to be created by reference to 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to Green Products,Products created by the Project.[Staged] Project. [Note: wording in square brackets above is to be included for all Staged Projects.] (b) Project Operator acknowledges that: (i) the purpose of this agreement is to provide revenue support during the Support Period to support the development of the Project, unless Project Operator exercises an option to not receive Support, and is not intended to distort the market signals that would otherwise apply to the Project; and (ii) this agreement including this clause 15 (“Eligible Wholesale Contracts”) is to be interpreted and applied consistent with that purpose. (c) If Project Operator enters into an Eligible Wholesale Contract in contravention of subparagraph (a)(iia)15.6.1(a)(ii)(bii) (“Over-Contracted Arrangement”), then the Commonwealth may (at its discretion) notify Project Operator that:that:‌ (i) subject to the remainder of this clause 1515 (“Eligible Wholesale Contracts”), the Over-Contracted Arrangement may be an Eligible Wholesale Contract, in which case paragraph (dd)15.6.4(d) applies; oror‌ (ii) the Over-Contracted Arrangement is not an Eligible Wholesale Contract. This paragraph . (c) is without prejudice to any rights or remedies the Commonwealth may have in relation to matters arising under or in connection with this agreement (including under this clause 15 (“Eligible Wholesale Contracts”) and clause 22.3 (“Termination by the Commonwealth for default”)). (d) In its notice to Project Operator under subparagraph (c)(ic)15.6.3(c)(i)(ai), the Commonwealth must set out its proposed treatment of the Eligible Wholesale Contract Revenue for Trading Intervals to which the Over- Contracted Arrangement applies (“Over-Contracted Trading Intervals”), which may include that, for the purposes of determining the Eligible Wholesale Contract Revenue under item 3.6 of Schedule 1 (“Support terms”):terms”):‌ (i) all or a specified part of the Notional Quantity which is subject to that Over-Contracted Arrangement is deemed not to be subject to an Eligible Wholesale Contract; and/or (ii) all or a specified part of the Notional Quantity which is subject to any other Eligible Wholesale Contract that applies during the Over-Contracted Trading Intervals is deemed not to be subject to an Eligible Wholesale Contract,, such that: (iii) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to electricity that apply in respect of an Over- Contracted Trading Interval is equal to or less than 100% of the Notional Quantity; and (iv) the Notional Quantity that is subject to all Eligible Wholesale Contracts relating to Green Products that apply in respect of an Over-Contracted Trading Interval is equal to or less than 100% of the Notional Quantity.