Terminology

Affiliate

means any entity that is controlled directly or indirectly by the CER Seller or the CER Buyer or which controls directly or indirectly the CER Seller or the CER Buyer. "Controlled" means the possession directly or indirectly through one or more intermediaries of more than 50% of the outstanding voting stock in an entity or the power to direct or cause the direction of the management policies of an entity and cognate expressions shall be construed accordingly.

Annual Contract Volume

means the volume of Project ERs to be delivered for a Contract Year equal to the volume shown in the table contained in the ERPA and on a Scheduled Delivery Date in accordance with relevant Clauses contained in the ERPA.

Annual ER Report

means a report compiled by the CER Seller setting out the amount of ERs generated by the Project during the previous Year and which includes all other data as may be required to be collected and recorded by the process of Monitoring and which shall serve as the report required to be provided to the Operational Entity under the International UNFCCC/Kyoto Protocol Rules.

Average Carbon Price on Delivery

means the average price of the Spot EUA market on Powernext Carbon or any other equivalent market if this one has ceased to exist during the following 20 market days after the effective delivery of the CERs on the CER Buyer's account

Baseline

means the scenario that reasonably represents the anthropogenic emissions by sources of GHGs that would occur in the absence of a certain project as described in the International UNFCCC/Kyoto Protocol Rules.

Baseline Study

means a written report of the Baseline prepared as part of the Project Design Document.

Business Day

means any day (other than a Saturday or Sunday) on which the banks in the jurisdictions of both the CER Buyer and CER Seller are open for general business.

CER Buyer's Account

means the account or accounts of CER Buyer or any Affiliate nominated in accordance with the terms of this Agreement and established in the CDM Registry or in a National Registry into which the CER Buyer elects to receive Delivery. The CER Buyer's Account in its National Registry is specified in Schedule 3.

Calendar Year

means 1 January to 31 December.

CDM

means the clean development mechanism referred to in Article 12 of the Kyoto Protocol.

CDM Project

means a project developed in compliance with the international rules, regulations and procedures governing the CDM;

CDM Registry

means a registry established under the authority of the Executive Board in accordance with Decision 17/CP.7 of the Marrakesh Accords to ensure the accurate accounting of the issuance, holding, transfer and acquisition of CERs by non-Annex I countries;

CER

means certified emission reduction, a unit issued pursuant to Article 12 of the Kyoto Protocol as well as all other relevant International UNFCCC/Kyoto Protocol Rules and represents a GHG Reduction of one metric tonne of Carbon Dioxide Equivalent, calculated in accordance with the International UNFCCC/Kyoto Protocol Rules and includes all corresponding ERs.

Certification and Certified

each means the written assurance by the Operational Entity that, during a specified time period, a project has achieved the GHG Reductions as reported in its Verification Report.

Certification Report

means the document setting out the Certification.

Collateral

means value provided by or on behalf of the CER Buyer to the CER Seller or the CER Seller to the CER Buyer, as the case may be, by way of security for the performance by the CER Buyer or the CER Seller of its obligations pursuant to this Agreement, which could be provided by way of guarantee from a credit-worthy entity, cash/or standby letter of credit.

Commissioning or Commissioned

means the satisfactory proof by the CER Seller the project will be built, operating and generating GHG Reductions for the purpose of, inter alia, the ERPA agreement. The proof may include presentation of contracts with digester building companies, as well as a detailed time plan for the construction phase.

Consents

means any consent, authorisation, registration, filing, licence, permit, approval, agreement, authority or exemption from, by or with a competent authority, required for the construction, maintenance and operation of the Project.

Contract Price

see Total Contract Price

Contract Unit Price

means the Price per CER as set out in Schedule 2.

Contract Volume

means all CERs over the Contract Years as set out in Schedule 2.

Contract Year(s)

means each Calendar Year between two defined years (inclusive) for the first crediting period and following years thereafter for the full duration of the three crediting periods.

CO_2-e

means carbon dioxide equivalent, the base reference for the determination of global warming potential of GHGs in units of carbon dioxide.

COP/MOP

means the Conference of the Parties to the UNFCCC serving as the Meeting of the Parties to the Kyoto Protocol.

Delivery

means the due delivery to the CER Buyer of Project CERs in accordance with the provisions of the ERPA Agreement and "Deliver" and cognate expressions shall be construed accordingly.

Delivery Failure

means the failure, for any reason whatsoever, of the CER Seller to Deliver to the CER Buyer a number of Project CERs equivalent to the Annual Contract Volume and/or the Accumulated Volume for a particular year.

Delivery Schedule

means the delivery schedule in Schedule 2 indicating the Annual Contract Volume to be Delivered.

DOE

means designated operational entity, an entity designated by the COP/MOP, based on the recommendation of the Executive Board as qualified to Validate proposed CDM Project activities or to Verify and Certify GHG Reductions.

ERs

(emission reductions) means any right, interest, credit, entitlement, benefit or allowance in relation to any GHG Reduction to be performed under this Agreement, and includes any right that may be created under any regulatory or legal regime as a result of the GHG Reductions whatsoever.

EU Allowance

means a unit of account representing 1 tonne CO₂ Equivalent, issued by an EU member state government or agency to an EU Obligated Installation, that is used for determining compliance with emissions limitations commitments or is as otherwise prescribed in the EU ETS;

EU Compliance Date

means the date specified in Article 12.3 of the EU ETS Directive.

EU Emissions Trading Scheme and EU ETS

means the scheme of transferring EU Allowances (a) between persons within the European Community and (b) between persons within the European Community and persons in third countries, in either case as recognised in accordance with, and subject to, the procedure of Article 24 of the EU ETS Directive established in, and as implemented by the national laws of, each member state;

EU ETS Directive

means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the EU and amending Council Directive 96/61/EC.

EU Linking Directive

means the directive or directives of the EU Parliament and the EU Council of Ministers or both of them of the European Union that implements the intention of the Proposed Directive COM(2003)403 dated 23 July 2003 amending the ETS Directive, in respect of the Kyoto Protocol's Project mechanisms.

EU Obligated Installation

means those installations which are obliged to participate in the EU ETS in accordance with the provisions of the EU ETS Directive.

EURIBOR

means, in relation to an amount owed under the Agreement on which interest is to accrue in Euros:

(a) the interest rate for Euro deposits for a period of one month that appears on Bridge's Telerate Service Page 248 (or such other screen display or service as may replace it for the purpose of displaying the interest rates for Euro deposits offered in the euro-zone) as at 11.00 a.m. (Central European time) on the due date, and where the amount or any part of it remains overdue one month after the due date such interest rate as appears on such page for such deposits as at such time as at the day one month after the due date and thereafter as at monthly intervals until the amount is no longer overdue; or

(b) if no such interest rate appears on Bridge's Telerate Service (or such replacement), the arithmetic mean (rounded upwards to 3 decimal places) of the rates per annum at which each of not less than two major banks in the Euro-zone interbank market quoted that they were offering Euro deposits in an amount comparable with that overdue amount to major banks in the Euro-zone interbank market for a period of one month as at 11.00 a.m. (Central European time) on the due date or as at the day one month after the due date or as at monthly intervals thereafter as the case may be.

Executive Board

means the executive board of the Clean Development Mechanism that is established pursuant to the International UNFCCC/Kyoto Protocol Rules.

Force Majeure

means any event or circumstances beyond the reasonable control of a Party acting and having acted in a reasonable commercial manner that prevents any obligations from being performed as required by the Agreement. Force Majeure beyond the reasonable control of a Party includes act of God, war, terrorism, civil commotion, strikes, labour disputes, Internet services interruptions or slowdowns, vandalism or "hacker attacks", or governmental demands or requirements. Excluded are natural disasters and drought.

GAAP

means generally accepted accounting principles in India in the case of the CER Seller and France in the case of the CER Buyer.

Greenhouse Gases or GHGs

means the six gases listed in Annex A to the Kyoto Protocol.

GHG Reduction

means the removal, limitation, reduction, avoidance, sequestration or mitigation of GHGs emissions.

Gross Negligence

means any act or omission, whether deliberate or not, which in the circumstances (including both the probability and seriousness of the consequences likely to result) would be regarded by those familiar with projects of the nature of the Project and with the circumstances of the particular case (including without limitation the CER Seller's obligations under this Agreement) as amounting to the reckless disregarding of the consequences, being more fundamental than a failure to exercise proper skill and care.

Insolvency Proceedings

means, in relation to any person:

(a) the making of an assignment or arrangement for the benefit of creditors;

(b) the filing of a petition or commencement of proceedings under any bankruptcy, insolvency or similar law, should such a petition filed against such person not be dismissed for a period of 30 days;

(d) such person becoming (or is deemed by law or a court to be) insolvent or unable to pay its debts; or

(e) such person stopping, suspending or threatening to stop or suspend payment of all or a material part of its indebtedness or beginning negotiations or taking any other step with a view to the deferral, rescheduling or other readjustment of all or a material part of its indebtedness.

International UNFCCC / Kyoto Protocol Rules

means the UNFCCC, the Kyoto Protocol, the Marrakesh Accords, any relevant decisions, guidelines, modalities and procedures made pursuant to them, as amended from time to time.

Issuance or Issued

means the issuance of CERs by the CDM Registry administrator into the pending account of the Executive Board in the CDM Registry, upon being instructed to do so by the Executive Board.

Letter of Approval

means the letter through which the Host Country approves the Project for the purposes of Article 12 of the Kyoto Protocol.

Loss

means an amount that the CER Buyer or CER Seller, as the case may be, reasonably determines in good faith to be its total losses and costs (or gain, in which case Loss shall be zero) in connection with any Delivery Failure or termination of the Agreement for Gross Negligence, fraud or Wilful Misconduct, as the case may be, including any loss of bargain and cost of funding (based on the actual costs of the Party suffering the loss, whether or not greater than market costs). Loss does not include the legal fees and out-of-pocket expenses of the Party suffering the loss.

Marrakesh Accords

means Decision 2/CP.7 through to Decision 24/CP.7 inclusive of the COP in its seventh session, held at Marrakesh, Morocco from October 29 to November 10, 2001.

Monitoring

means the activities of collecting and recording data in accordance with any relevant standards or conditions provided for under the International UNFCCC/Kyoto Protocol Rules that allow the assessment of GHG Reductions resulting from a project.

National Registry

means a registry established in accordance with Decision 19/CP.7 of the Marrakesh Accords for the accurate accounting of the Issuance, holding, transfer, acquisition, cancellation and retirement of CERs (amongst other types of emission credits) including any such registry established as required by Article 19 of the EU ETS Directive (and the Regulation to be adopted by the Commission pursuant to Article 19.3 of the EU ETS Directive) and Article 6 of the Proposal for a Monitoring Mechanism of Community greenhouse gas emissions and the implementation of the Kyoto Protocol commonly referred to as the "Monitoring Decision".

Operational Entity

means (i) a DOE, or, in the absence thereof, (ii) an entity, independent from the CER Buyer, the Host Country and the CER Seller, which has:

(a) applied for accreditation as a DOE under the International UNFCCC/Kyoto Protocol Rules; and

(b) not been previously employed in relation to the Project.

Parent

means any entity that directly or indirectly controls the CER Seller or the CER Buyer. "Controls" means the possession directly or indirectly through one or more intermediaries of more than 50% of the outstanding voting stock in an entity or the power to direct or cause the direction of the management policies of an entity and cognate expressions shall be construed accordingly.

Parties

means the CER Seller and the CER Buyer, and each of them shall be individually referred to as a "Party".

Project CERs

means CERs generated by the Project for Delivery hereunder.

Project Commissioning Date

means the date on which the CDM Project is fully commissioned.

Project Design Document

means a description of the Project to be submitted for Validation in accordance with the International UNFCCC/Kyoto Protocol Rules.

Project Documents

means together or individually the Baseline Study, the Project Design Document, the Validation Report, the Verification Report, the Certification Report and the Letter of Approval.

Project Participant

means a party who, subject to the terms and conditions of this Agreement:

(a) is a government involved in the Project; or

(b) is a private or public entity authorised by a relevant Designated National Authority to participate in the Project; and

Project Plan

means a plan containing the timetable of estimated expenses to be incurred for the implementation of the Project, to be delivered by the CER Seller to the CER Buyer, on the date

Quarterly Report

means a report delivered by the CER Seller to the CER Buyer.

Registration or Registered

means the formal acceptance by the Executive Board of a project as a CDM Project activity.

Relevant Designated National Authority

means the agency, department, minister, ministry, official, public or statutory person or other authority from which the CER Buyer or an Affiliate must secure authorisation to become a Project Participant pursuant to the terms of this Agreement.

RPO

(reasonable and prudent operator) means a person seeking in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertaking exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator complying with all applicable laws, engaged in the same type of undertaking, under the same or similar circumstances and conditions, and any reference to the standards of a RPO shall be construed accordingly.

Scheduled Delivery Date

means a date for which Delivery is scheduled as set out in the Schedule to an ERPA Agreement.

CER Seller's Account

means the account of the CER Seller to be established in a National Registry or CDM Registry and from which it intends to transfer Project CERs pursuant to the terms of this Agreement.

ERPA

means the Emission Reductions Purchase Agreement entered into between a CER Seller and CER Buyer(s).

Share of Proceeds

means any CERs deducted by the CDM Registry administrator in accordance with the Kyoto Protocol to cover administrative expenses and to assist in meeting costs of adaptation.

Taxes

means all national, state, regional, provincial, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, fuel, gas import, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever imposed by any governmental entity, whether in effect at the time of this Agreement or thereafter imposed, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

tCO_2-e

means metric tonnes of Carbon Dioxide Equivalent.

Term

means the term of this Agreement as set out in Clause 2.

Third Party

means a party other than the CER Buyer or the CER Seller or the Affiliates of either or both of them.

Validation and Validated

each means the process of independent evaluation of a project by an Operational Entity against the requirements of the CDM in accordance with the International UNFCCC/Kyoto Protocol Rules.

Validation Report

means a written report prepared by the Operational Entity of the Validation.

Validation Contract

means contract between the Project Participant and a Validator with regard to the Project referred in Schedule 1.

VAT

means tax on transactions in goods and services required to be charged in Switzerland in accordance with the common system of value added tax or other similar tax.

Verification and Verified

each means the periodic independent review and ex post determination by an Operational Entity of GHG Reductions that have occurred as a result of the Project being carried out in accordance with the International UNFCCC/Kyoto Protocol Rules.

Verification Report

means a written report produced no less than annually and prepared by the Operational Entity of the Verification which independently assesses the Annual ER Report and the amount of GHG Reductions generated by the Project for the preceding Year.

Volume Shortfall

means the number of Project CERs not delivered (whether representing Annual Contract Volume or Accumulated Volume) on or before the relevant Scheduled Delivery Date as a result of any Delivery Failure.