ARTICLE 5
GENERAL OBLIGATIONS
1.
SADC Member States agree that in the event that the GoB's obligation to
make payment on behalf of SADC of any amounts due to the Private Party
under the PPP Agreement is triggered during the course of the PPP
Agreement, and the GoB does in fact make such payment, the following
principles shall be applied in determining the consequences thereof for the
Member States and the respective liabilities of the Member States other
than the Republic of Botswana, unless the Member States agree, as and
when a trigger event occurs, on an alternative mechanism for determining
the consequences of a payment by the GoB as contemplated in this MoU
and their respective liabilities arising therefrom:
(a)
(b)
2.
if the GoB makes payment of the monthly unitary charge on behalf
of SADC and the PPP Agreement continues to operate as if SADC
itself had paid such monthly unitary charge, then:
(i)
SADC Member States shall each be liable in proportion to
their annual contribution obligation vis-a-vis SADC for that
proportion of the moneys paid by the GoB on behalf of
SADC, and SADC shall in turn be liable to effect repayment
to the GoB for the amount paid by the GoB on its behalf; and
(ii)
in the event of SADC failing to effect payment of any amount
due by it to the GoB in terms of Article 5 (1) (a) (i) above,
then such amount shall be regarded as a loan granted by the
GoB to SADC which shall be repayable by SADC as a first
call on any membership contribution received by SADC from
any other Member State;
in the event of termination of the PPP Agreement and the GoB is
called upon to discharge its obligations under the PPP Agreement
and one or more of the other SADC Member States fails, neglects
or otherwise refuses to provide its portion of the contribution
required to keep the GoB reimbursed following the discharge of its
obligations under the PPP Agreement, and provided further that the
Parties are unable to reach agreement regarding the continued
operation of the Lease Agreement entered into between SADC and
the GoB on terms mutually accepted to the Parties, the GoB may
terminate the Lease Agreement on no less than Ninety (90) days
prior to written notice to SADC.
SADC Member States undertake to notify the GoB immediately should
any event occur during the course of the PPP Agreement that SADC
reasonably believes may lead to the GoB's obligations under the PPP
Agreement, as contemplated in this MoU and as finally determined in the
PPP Agreement itself, being triggered.
6