Privelged and Confidential Draft Power Purchase Agreement

Privelged and Confidential
Draft Power Purchase Agreement
This Power Purchase Agreement is made on 29 th day of Feb. of 2020 at Vadodara, Gujarat.
BETWEEN
HONDA MOTORCYCLE & SCOOTER INDIA PVT. LTD., a company incorporated under the
Companies Act 1956, having its registered office Commercial Complex II, Sector: 49-50 Golf Course
Extension Road, Gurgaon, Haryana (122018) India (hereinafter referred to as “ Consumer” or
“Buyer”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to
include its successors and permitted assigns) as a Party of the first part.
AND
TECSO ENERGY ONE PRIVATE LIMITED, a company incorporated under the Companies
Act 1956, having its registered office at 401, Benison Complex,Opp Shiv Mahal Palace,Old Padra
Road, Vadodara-390007, Gujarat, INDIA. (hereinafter referred to as “SPD or Seller ”, which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include
its successors and permitted assigns) as a Party of the second part.
Consumer, SPD and Confirming Party are individually referred to as ‘Party’ and collectively referred
to as ‘Parties’. Whereas:
A. The Consumer is is a leading manufacture of Motorcycle and scoters in India;
B. SPD is engaged in the business of generation of Solar Power and intends to sell Solar Power from its
12MWac (18MWdc) Solar PV Project to be constructed and operated in Village Badiseed,
Tehsil Bap, Jodhpur, State – Rajasthan;
C. The Parties had entered into discussions for purchase of power by Consumer from SPD for a
minimum period of 15 [Fifteen] years and maximum period of 25 [Twenty Five] Years from the
commercial operational date (COD);
D. The SPD is desirous of selling Solar Power to the Consumer under the open access scheme in
accordance with the terms and conditions of this Power Purchase Agreement (hereinafter referred to
as the “Agreement” or “PPA”) and open access shall be governed as per the Indian Electricity Act,
2003 and Indian Companies Act, 2013;
E. The SPD shall obtain long term open access under and policy regulations from STU / CTU (as
applicable) for evacuation of power from the Project from the Interconnection Point up to Drawl
Point and Consumer has agreed to extend co-operation to the SPD for obtaining open access,
evacuation arrangements and other related activities;
F. The Parties have agreed to sign this Agreement setting out the terms and conditions for purchase of
the Contracted Capacity (as defined hereinafter) by Consumer from the SPD.
Now therefore, in consideration of the premises and mutual agreements, covenants and
conditions set forth herein, it is hereby agreed by and between the Parties as follows:
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Contents
ARTICLE 1: DEFINITIONS AND INTERPRETATION.........................................................................3

ARTICLE 2: TERM OF AGREEMENT.....................................................................................................12
ARTICLE 2A: CONDITIONS PRECEDENT.............................................................................................14
ARTICLE 2B: PRINCIPAL OBLIGATIONS OF THE PARTIES..............................................................15
ARTICLE 3: OPEN ACCESS & TRANSMISSION...................................................................................20
ARTICLE 4: METERING..........................................................................................................................22
ARTICLE 5: APPLICABLE TARIFF.........................................................................................................23
ARTICLE 6: BILLING AND PAYMENT..................................................................................................25
ARTICLE 7: FORCE MAJEURE...............................................................................................................32
ARTICLE 8: CHANGE IN LAW...............................................................................................................35
ARTICLE 9: EVENTS OF DEFAULT AND TERMINATION..................................................................36
ARTICLE 10: LIABILITY AND INDEMNIFICATION.............................................................................41
ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION.........................................................45
ARTICLE 12: MISCELLANEOUS PROVISIONS.....................................................................................47
ANNEXURE A: NAME AND DETAILS OF CONSUMER.......................................................................52
ANNEXURE B: PPA TARIFF CALCULATIONS.....................................................................................53
ANNEXURE I...........................................................................................................................................54
ANNEXURE II.........................................................................................................................................55
ANNEXURE III........................................................................................................................................56
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ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1. Definitions
The terms used in this Agreement, unless as defined below or repugnant to the context, shall
have the same meaning as assigned to them by the Electricity Act, 2003 and the rules or
regulations framed thereunder, including those issued / framed by the Appropriate
Commission (as defined hereunder), as amended or re-enacted from time to time.
“Act” or Shall mean the Electricity Act, 2003 and include any modifications,
“Electricity Act, amendments and substitution from time to time;
2003”
“Agreement” or shall mean this Power Purchase Agreement including its recitals and
"Power Schedules and Annexures, amended or modified from time to time
Purchase in accordance with the terms hereof;
Agreement" or
"PPA"
"Affiliate" of a Party shall mean a company that either directly or indirectly controls
or is controlled by or is under common control with a Party and “control”
means ownership by one company of at least [twenty six percent (26%)]
of the voting rights of the other company;
"Appropriate shall mean the Central Electricity Regulatory Commission referred to in

Commission" sub-section (1) of section 76 or the State Electricity Regulatory
Commission referred to in section 82 or the Joint Electricity
Regulatory Commission referred to in Section 83 of the Electricity
Act 2003, as the case may be;
“Availability Means ABT Mechanism as per regulations and orders of CERC, to the
Based Tariff” or extent applied as per the terms of this PPA ;
ABT
“Banking Banking of energy at the drawl end within the S t a t e s h a l l b e p e r

Facility” m i t t e d f o r C a p t i ve Consumption and third party sale on yearly
basis. Banking charges shall be adjusted in kind @ 10% of the energy
delivered at the point of drawl. The banking year shall be from April to
March. However, drawl of banked energy will n o t b e a l l o w e d d u
r i n g p e a k h o u r s a s determined by DISCOMs. The unutilized
banked energy at the end of year shall lapse
"Bill Dispute shall mean the notice issued by a Party raising a Dispute regarding a
Notice" Monthly Bill or a Supplementary Bill issued by the other Party;
“Business Day” Shall mean with respect to Consumer and SPD, a day other than
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Saturday or Sunday, a statutory holiday, on which the banks remain
open for business in the State(s) where registered offices of Consumer
and SPD are located.
“CERC” Shall mean the Central Electricity Regulatory Commission of India,

constituted under sub – section (1) of Section 76 of the Electricity
Act, 2003, or its successors;
“Capacity Shall have the same meaning as provided under CERC (Terms and
Utilisation Conditions of Tariff determination from Renewable Energy Sources)
Factor” or “ Regulations, 2009 as amended from time to time;
CUF”
CUF =
“Central Shall mean the utility notified by the Central Government under
Transmission Section-38 of the Electricity Act 2003;
Utility” or
“CTU”
“Change in Shall have the meaning ascribed thereto in Article 8 of this Agreement;
Law”
“Contracted Solar power tariff applicable to the Contracted Capacity at any

Tariff” particular point of time as per the provisions of this Agreement.
“Commercial shall mean the actual commissioning date of the phases of the Project
Operation Date” where upon the SPD starts injecting power from the Project to the
or “COD” Delivery Point;
“Competent shall mean any court or tribunal or any similar judicial or quasi-
Court of Law” judicial body in India that has jurisdiction to adjudicate upon issues
relating to this Agreement;
“Contract Year” Shall mean the period beginning from the COD of the first phase of the
Project and ending on the immediately succeeding March 31st and
thereafter each period of 12 months beginning on April 1 and ending on
March 31st provided that the last Contract Year of this Agreement shall
end on the last day of the Term of this Agreement
"Contracted shall mean 12MWAC (18MWDC) Solar Power to be supplied by SPD to

Capacity" Consumer at the Delivery Point for supply of 27.00 lacs units (kWh)
per month with a variance of ± 10%.
“Declared means the part or full of the Contracted Capacity declared as per
Capacity” applicable regulations for the concerned period by SPD as available for
delivery of power at the Delivery Point as per applicable Regulations;
"Delivery Point / shall mean the point of drawl between the Consumer and the STU grid
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Drawl Point" at which the risk and title to the energy output from the Project passes
from the SPD to Consumer; the details of Delivery Point shall mean the
STU Interface(s) as specified in Annexure A of this Agreement;
“Dispute” shall mean any dispute or difference of any kind between Consumer
and SPD in connection with or arising out of this Agreement
including but not limited to any issue on the interpretation and scope of
the terms of this Agreement as provided in Article 9 of this
Agreement
"Due Date" shall mean the 30th day from the date on which a Monthly Bill is
raised by SPD on Consumer or, if such day is not a Business Day, the
immediately succeeding Business Day, by which date such Monthly
Bill is payable by Consumer
“Effective Date” shall have the meaning ascribed thereto in Article 2.1 of this Agreement;
“Electricity Shall mean the Electricity Act, 2003 and the rules and regulations
Laws” made there under from time to time along with amendments thereto
and replacements thereof and any other Law pertaining to electricity
including regulations framed by the Appropriate Commission;
"Encumbrance" shall be construed as a reference to a mortgage, charge, pledge, lien

or other encumbrance securing any obligation of any person or any
other type of preferential arrangement (including, without limitation,
title transfer and retention arrangements) having a similar effect;
"Energy shall mean the regional energy accounts/state energy accounts as

Accounts" specified in the Grid Code issued by the appropriate agency for each
Month (as per their prescribed methodology), including the revisions
and amendments thereof;
“Expiry Date” Shall mean the date occurring twenty five (25) years from the COD or
the date of earlier termination as per the terms of this Agreement,
whichever is earlier;;
“Financial means the execution and delivery of all the Financing Agreements for the
Closure” total debt amount required for the Project and fulfillment of conditions
precedent and waiver, if any, of any of the conditions precedent for the
initial drawdown of funds thereunder;
"Force shall have the meaning ascribed thereto in Article 7 of this

Majeure" or Agreement;
“Force Majeure
Event”
“Forced Outage” It means an unplanned interruption of the generating capacity of any of

the Units of the Power Project, or of the Project, including any other
meaning ascribed thereto in Grid Code.
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"Grid Code" / shall mean the Grid Code specified by the Central Commission under
“IEGC” or Clause (h) of Sub-section (1) of Section 79 of the Electricity Act
“State Grid and/or the State Grid Code as specified by the concerned State
Code” Commission, referred under Clause (h) of Sub-section (1) of Section 86
of the Electricity Act 2003 as applicable;
“Indebtedness” shall be construed so as to include any obligation (whether incurred as

principal or surety) for the payment or repayment of money, whether
present or future, actual or contingent;
“Indian shall mean the Government of India, Governments of state(s), where

Governmental offices of SEB are located and registered office of Consumer, and
Instrumentality location state of SPD project and any ministry, department, board,
” authority, agency, corporation, commission under the direct or
indirect control of Government of India or any of the above state
Government(s) or both, any political sub-division of any of them
including any court or Appropriate Commission(s) or tribunal or
judicial or quasi-judicial body in India.
“Injection It means the point where energy generated from the Power Station will
Point” be injected into the 132kV side of the STU sub-station located at Tehsil
- Bap, District - Jodhpur, State - Rajasthan.
“Interconnection Shall mean the facilities on SPD’s side after connection point of the
Facilities” Project with the State Transmission Utility system for sending and
metering the electrical output in accordance with this Agreement and,
subject to Article 4, the Metering System required for supply of power up
to the Delivery Point;
“Interconnection shall mean the point where the power from the Power Station switchyard
Point” bus of the Seller is injected into the interstate/intrastate transmission
system (including the dedicated transmission line connecting the Power
Station with the interstate/intrastate transmission system);
“Invoice” or shall mean either a Monthly Invoice, Monthly Bill or a Supplementary

“Bill” or Invoice /Supplementary Bill by any of the Parties;
Monthly Energy
Bill
“Late Payment shall have the meaning ascribed thereto in Article 6.3 (vi) of this
Surcharge” Agreement;
"Law" shall mean in relation to this Agreement, all laws including Electricity
Laws in force in India and any statute, ordinance, regulation,
notification or code, rule, or any interpretation of any of them by an
Indian Governmental Instrumentality and having force of law and shall
further include without limitation all applicable rules, regulations,
orders, notifications by an Indian Governmental Instrumentality
pursuant to or under any of them and shall include without limitation
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all rules, regulations, decisions and orders of the Appropriate
Commission;
“Bank shall have the meaning ascribed thereto in Article 6.4 of this
Guarantee” or Agreement;
“BG”
“Operating in relation to the Power Station, means the period of commencing of

Period” Scheduling of Power from the Scheduled Delivery Date or the Revised
Scheduled Delivery Date or the Pre-pone Delivery Date as the case may
be until the expiry or earlier termination of this Agreement in accordance
with Article 2 of this Agreement;
"Month" shall mean a period of thirty (30) days from (and excluding) the date
of the event, where applicable, else a calendar month;
“Payment shall have the meaning ascribed thereto in Article 6.4 of this
Security Agreement;
Mechanism”
“Person” shall be construed as a reference to any person, firm, company,

corporation, society, trust, government, state or agency of a state or any
association or partnership (whether or not having separate legal
personality) of two or more of the above and a person shall be construed
as including a reference to its successors, permitted transferees and
permitted assigns in accordance with their respective interests;
“Preliminary shall have the meaning ascribed thereto in Article 9 of this Agreement
Default Notice”
“Project” or shall mean the solar power generation facility with installed capacity of
“Solar Power 12MWac, proposed to be located in Jodhpur, Rajasthan being developed
Project” or by SPD. This includes all units and auxiliaries and all the other assets,
Power Station buildings/structures, equipment, plant and machinery, facilities and
related assets required for the efficient and economic operation of the
Solar Power Project under the PPA;
“RBI” Shall mean the Reserve Bank of India;
“Revised Means the Deferred Scheduled Delivery Date as detailed in Article

Scheduled 2B.1.2.1 of this Agreement;
Delivery Date”
“RLDC” shall mean the relevant Regional Load Dispatch Center established
under Sub-Section (1) of section 27 of the Electricity Act 2003;
“RPC” shall mean the relevant Regional Power Committee established by the
Government of India for a specific region in accordance with the
Electricity Act, 2003 for facilitating integrated operation of the power
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system in that region;
“Rupees, Rs. Or shall mean Indian Rupees, the Lawful Currency of India;
₹”
“Scheduled Maximum Eight (08) Months After signing the PPA with Consumer for
Delivery Date” the capacity of 12 MWac Solar PV
“Scheduled shall mean the quantum of energy to be injected into the grid at Delivery
Energy” Point by the SPD over a day for drawl as per the applicable regulations;
“SERC” Shall mean the Electricity Regulatory Commission of any State in India
Constituted under Section 82 of the Electricity Act – 2003 or its
successors, and includes a Joint Commission constituted under Sub-
Section (1) of Section 83 of the Electricity Act, 2003;
“SLDC” shall mean the State Load Dispatch Centre established under Sub-
Section (1) of Section 31 of the Electricity Act 2003, relevant for the
State(s) where the Delivery Point is located;
“SLDC shall mean the charges levied by any of the relevant SLDCs on the SPD
Charges” up to the Delivery Point;
“Solar Shall mean the Solar Photovoltaic Power Project that uses sunlight for
Photovoltaic” or direct conversion into electricity and that is being set up by the SPD to
“Solar PV” or provide Solar power to Consumer;
“Solar Project”
“Solar Power” Shall mean power generated from the Solar Photovoltaic technology and
that is being set up by the SPD to provide Power to Consumer;
“Supply Period” means the period commencing from the Scheduled Delivery Date or from
the Revised Scheduled Delivery Date, as the case may be and ending on
the Expiry Date or earlier termination of this Agreement in accordance
with Article 2 of this Agreement;
“State shall mean the Board or the Government Company notified by the
Transmission respective State Government under Sub-section (1) of Section 39 of the
Utility” or Act;
“STU’
“Take or Pay” Shall mean the Consumer pays a fixed tariff comprising a charge of
Contracted Capacity. If electricity delivered cannot be physically taken
by the Consumer and output is “curtailed,” energy will be calculated and
paid for on a “deemed” delivered basis.
"Tariff" Shall have the same meaning as provided for in Article 5 of this
Agreement;
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"Tariff shall mean the payments to be made under Monthly Energy Bills as
Payments" referred to in Article 6;
“Termination shall mean the notice given by either Parties for termination of this
Notice” Agreement in accordance with Article 9 of this Agreement;
"Term of shall have the meaning ascribed thereto in Article 2 of this Agreement;
Agreement" or
“Term”
"Week” shall mean a calendar week commencing from 00:00 hours of Monday,
and ending at 24:00 hours of the following Sunday;
"SPD" Shall mean Tecso Energy Two Private Limited;
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1.2. Interpretation
Save where the contrary is indicated, any reference in this Agreement to:
1.2.1 “Agreement" shall be construed as including a reference to its Schedules and/or

Appendices and/or Annexures;
1.2.2 References to recitals, clauses, articles, schedules or exhibits are, unless the context otherwise
requires, references to recitals, clauses, articles, schedules and exhibits to this Agreement.
1.2.3 A “crore” means a reference to ten million (10,000,000) and a “lakh” means a reference
to one tenth of a million (1,00,000);
1.2.4 References to “Rupees” or “INR” are to the lawful currency of India.
1.2.5 The "winding-up", "dissolution", "insolvency", or "reorganization" of a company or

corporation shall be construed so as to include any equivalent or analogous
proceedings under the Law of the jurisdiction in which such company or corporation
is incorporated or any jurisdiction in which such company or corporation carries on
business including the seeking of liquidation, winding-up, reorganization, dissolution,
arrangement, protection or relief of debtors;
1.2.6 Words importing the singular shall include the plural and vice versa;
1.2.7 This Agreement itself or any other agreement or document shall be construed as a
reference to this or to such other agreement or document as it may have been, or ma y
from time to time be, amended, varied, novated, replaced or supplemented only if
agreed to between the parties;
1.2.8 A Law shall be construed as a reference to such Law including its amendments or re-
enactments from time to time;
1.2.9 A time of day shall, save as otherwise provided in any agreement or document be
construed as a reference to Indian Standard Time;
1.2.10 Different parts of this Agreement are to be taken as mutually explanatory and
supplementary to each other and if there is any inconsistency between or among the
parts of this Agreement, they shall be interpreted in a harmonious manner so as to
give effect to each part;
1.2.11 The tables of contents and any headings or sub-headings in this Agreement have been
inserted for ease of reference only and shall not affect the interpretation of this
Agreement;
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1.2.12 All interest, if applicable and payable under this Agreement, shall accrue from day to
day and be calculated on the basis of a year of three hundred and sixty five (365)
days;
1.2.13 The words “hereof” or “herein”, if and when used in this Agreement shall mean a
reference to this Agreement;
1.2.14 The terms “including” or “including without limitation” shall mean that any list of
examples following such term shall in no way restrict or limit the generality of the
word or provision in respect of which such examples are provided;
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ARTICLE 2: TERM OF AGREEMENT
2.1 Effective Date

2.1.1 Subject to Conditions Precedent, this Agreement shall come into effect from the date of
its execution by both the Parties and such date shall be referred to as the Effective Date.
2.2 Term of Agreement

2.2.1 This Agreement subject to Article 2.3 and 2.4 shall be valid for a term of 25 Years
from the Effective Date until the Expiry Date.
2.3 Early Termination

This Agreement shall terminate before the Expiry Date if either:
i. Consumer or SPD terminates the Agreement, pursuant to Article 9 of this Agreement; or
ii. Due to any force majeure reasons cited in this Agreement.
2.4 Extension of Term

i. Not less than three hundred and sixty five (365) days prior to the Expiry Date, either Party
may notify the other Party that it wishes to extend this Agreement for an additional period to
be specified by the Party. Upon the receipt of such notice, the Parties may mutually agree on
the extension of the Term of the Agreement. In the event of extension of the Term of the
Agreement, the Parties shall mutually agree on the rate, terms and conditions for the
extended Term of the Agreement. Such extension shall commence upon the end of the last
day of the Term of this Agreement.
ii. On expiry of any extension of the Term of this Agreement under Article 2.4. (i), the
provisions of this Agreement, including this Article 2.4 itself shall apply mutatis mutandis
in relation to either Party’s right of further extension.
2.5 Consequences if Consumer not extending
2.5.1 In the event that Consumer chooses not to extend this Agreement under Article
2.4, this Agreement shall expire and no rights and obligations, except what has
already been accrued during the Term of the Agreement, shall be owed by any
Party to another.
2.6 Survival
2.6.1 The expiry or termination of this Agreement shall not affect any accrued rights,
obligations and liabilities of the Parties under this Agreement, including the right
to receive liquidated damages as per the terms of this Agreement, nor shall it affect
the survival of any continuing obligations for which this Agreement provides,
either expressly or by necessary implication, which are to survive after the Expiry
Date or termination including those under, Article 7 (Force Majeure), Article 9
(Events of Default and Termination), Article 10 (Liability and Indemnification),
Article 11 (Governing Law and Dispute Resolution), Article 12 (Miscellaneous
Provisions), and other Articles and Schedules of this Agreement which expressly
or by their nature survive the Term or termination of this Agreement shall
continue and survive any expiry or termination of this Agreement.
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2.7 Construction Period:
2.7.1 This shall be 6-months from date of PPA and SLSC approval.
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ARTICLE 2A: CONDITIONS PRECEDENT
2A.1 The SPD shall ensure the completion of all Conditions Precedent prior to Commissioning
Date.
2A.2 The following are the Conditions Precedent (“Condition Precedent”), which, however,
may be waived by Consumer:-
(i) The SPD shall obtain all consents, clearances and permits required by Law for
supply power to Consumer;
(ii) SPD shall confirm that it has received a valid, enforceable, unencumbered and
insurable title or leasehold right or right to use the Site and such other tangible and
intangible property rights as may be required or necessary to construct, commission
and operate the Project on or before the Scheduled Delivery Date;
(iii) SPD shall confirm to Consumer that the Project has achieved Financial Closure
and shall provide a relevant documentation to the Consumer from the lead banker to
this effect.
(iv) The SPD shall make adequate arrangements to connect the Power Project
switchyard with the Interconnection facilities at the Delivery Point.
(v) The SPD shall obtain necessary permission for long term Open Access for the
transmission system to supply Contracted Capacity up to the Delivery Point
delivery point;
(vi) SPD shall provide an unconditional performance Bank Guarantee equivalent to one
(1) month of Energy Billing which may be encashed in the event that SPD is in
default of its obligations hereunder.
2A.2 (a) Subject to the compliance of the above provisions, and after approval of the this
Agreement shall become operative and binding upon the Parties
2A.2.(b) Subject to the approval of SERC as stated in Article 2A.2 (a) of this Agreement,
SPD shall obtain long term access for evacuation of power from the Project upto the
Delivery Point. The Party that is responsible for satisfying a particular Condition
Precedent under this Article 2A. 2 may request waiver of such Condition Precedent
by notifying the other Party in writing of its intention to seek such waiver. If the
other Party provides its consent in writing that it no longer requires the satisfaction
of such Condition Precedent, the performance of such Condition shall be waived.
However instead of waiving any of the Condition Precedent, the other Party may
extend the time for the fulfilment of that particular Condition Precedent.
2A.3 Satisfaction of Conditions precedent
The Party, responsible for satisfying Conditions Precedent, shall keep the other Party
informed in writing of the progress being made in fulfilling such Condition Precedent
or upon the waiver of such Condition Precedent, as the case may be.
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ARTICLE 2B: PRINCIPAL OBLIGATIONS OF THE PARTIES
2B.1.1 SPD’s Obligations
Subject to the terms and conditions of this Agreement, SPD undertakes and agree to be
responsible for:
i. delivering energy output to Consumer at the Delivery Point
ii. for complying with the provisions of Law including but not limited to the Grid
Code and the UI Regulations and all matters incidental thereto;
iii. to maintain required open acess arrangangements including the Discom/

SLDC’s, approvals and the no objection certificates to wheel the Contracted
Capacity up to Delivery Point;
iv. fulfilling obligations undertaken by it under this Agreement.
v. always be in compliance with Law applicable to it;
vi. obtain and maintain in full force and effect all consents and insurances required
pursuant to this Agreement and applicable Law as also the application of Prudent
Utility Practices, and provide Consumer with certified and complete copies of all
such Consent(s) and insurance(s);
vii. obtain all permits / way leaves, necessary for the Project;
viii. be fully responsible for suitability of the site for the Project;
ix. make available to Consumer, suitable documents to demonstrate achievement of

Financial Closure of the Project.
x. design, construct, complete, test, commission, own, operate and maintain the
Project :-
(a) in accordance with the functional specifications in a professional manner,

(b) Consistent and complying with Prudent Utility Practices, the environmental
clearances and applicable legal requirements.
(c) reliable availability of the Contracted Capacity and in such a manner so as to
ensure that the useful life of the Project, with proper maintenance and
operations;
xi. submit to Consumer a monthly progress report on construction, completion,

testing and commissioning of the Project in the format agreed between the Parties
15
and be fully responsible for the construction, operation, testing, synchronisation
and maintenance of the Project with Prudent Utility Practices;
xii. to enter into a connection agreement with the STU and CTU for evacuation of
the Contracted Capacity up to Delivery Point and to obtain all necessary
approvals/ consents and sign agreements with State Transmission Utility (“STU”)
and Central Transmission Utility (“CTU”) to transmit and wheel the power from
Project to the Delivery Point. Consumer shall extend reasonable cooperation to
Company in obtaining such open access;
xiii. SPD shall obtain and maintain the requisite the long term open access
commencing from the Scheduled Delivery Date, until the Expiry Date, to ensure
evacuation of energy corresponding to Contracted Capacity upto Delivery Point.
xiv. bear the entire cost for the supply of Contracted Capacity to Consumer;
xv. SPD shall not undertake any change in the management control of the Company
for for the Term hereof, without prior written consent and confirmation to
Consumer, subject to the Consumer’s rights remaining unaffected. SPD shall fully
cooperate with Consumer in any hearings/proceedings initiated by any third party
before an Appropriate Commission/tribunal/judicial body etc., pertaining matters
related to supply of power under this Agreement.
2B.1.2 Change of Time
If the commencement of supply of power is not possible on the Scheduled Delivery Date
then following will be applicable:
2B.1.2.1 Extensions of time for delivery:
a. In the event that the SPD is not able to perform its obligations by the
Scheduled Delivery Date due to:
i) Force Majeure Events affecting the SPD as specified in Article 7 of this

Agreement, or
ii) Force Majeure Events affecting the Consumer as specified in Article 7 of
this Agreement;
Then, in such case of force majeure the Scheduled Delivery Date and the Expiry
Date shall be deferred, for a reasonable period but not exceeding 6 months on ‘day
for day’ basis, to permit the Consumer or SPD through the use of due diligence, to
overcome the effects of the Force Majeure Events as specified in Article 7 of this
Agreement affecting the Consumer or SPD.
In case of extension of time due to reasons specified in (i) and /or (ii) above, the
procedure prescribed under Article 7 of this Agreement will be applicable. Such
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deferred Scheduled Delivery Date will be treated as Revised Scheduled Delivery
Date.
2B.1.2.2 Pre-poning of Delivery:
In case the SPD is in position to supply power prior to the Scheduled Delivery
Date, the SPD shall offer such power to the Consumer only as per the terms
and conditions of this Agreement, and shall inform the Consumer atleast 30
(thirty) days in advance of its intention to start supply of power partly or fully
from Scheduled Delivery Date, subject to the exception that the Scheduled
Delivery Date as predefined in this Agreement will remain unchanged for the
purpose of this Agreement. However, Consumer shall not be obliged to buy
such power from such Pre-poned date and such Pre-poned delivery shall be
effective only after prior approval of Consumer.
2B.1.3 Consumer's Obligations
Subject to the terms and conditions of this Agreement, Consumer agrees and undertakes:
i. to Off-take energy output produced by the SPD subject to clause 6.8.4 of this
Agreement at the Delivery Point from Scheduled Delivery Date or preponed
Delivery Date and pay Monthly Bills, Provisional Bills, Supplementary Bills
which are payable to the SPD from Consumer, from the Scheduled Delivery
Date , in accordance with this Agreement.
ii. to open and maintain the Bank Guarantee as required under the terms and
conditions specified in Article 6 of this Agreement and comply with the terms and
conditions of the same. In the course of any event, if the Consumer is unable to
draw the power (For reasons other than Force Majeure), the Consumer is obliged
to Take or Pay the quantum of electricity of the Contracted Capacity for that
particular unbilled number of units less prevailing APPC rate.
iii. to fulfill obligations undertaken by it under this Agreement.
2B.1.4 Payment of taxes
It is agreed by and between the Parties, that each Party shall pay all taxes applicable to it,
and comply with all rules and regulations as regards such taxes and not do or omit to do or
cause or suffer to be done anything which could reasonably be expected to adversely affect
or prejudice the interests and rights of the other Party in any manner whatsoever. However,
the Parties agree that in the event of imposition, revision in duties or taxes, levies (by
whatever name be called) on account of Change in Law, pursuant to Article 8, any change
in applicable Tariff shall always be in accordance with such Article 8.
2B.1.5 Liquidated Damages for delay in commencement of supply of power to Consumer
17
If the SPD is unable to commence the supply of the Contracted Capacity, from the Project
by the Scheduled Delivery Date or the Revised Scheduled Delivery Date ,as approved by
Consumer, other than for the reasons specified in Article 2B.1.2.1 (a), the SPD shall pay to
Consumer liquidated damages at the minimum savings guaranteed rate of INR 0.50 per unit
or the actual loss suffered due to SPD’s failure to supply power in a timely fashion,
whichever is more.
Provided that the SPD shall have the option to supply power from any alternative source
from the Scheduled Delivery Date or the Revised Scheduled Delivery Date, as the case
may be, to the extent of shortfall in Contracted Capacity from the Project upto a maximum
period of twelve (12) months from the Scheduled Delivery Date or the Revised Scheduled
Delivery Date, as the case may be at the same tariff and conditions as per the terms of this
Agreement.
Provided further that, in case the SPD starts suppliying Contracted Capacity to Consumer
from alternative source as approved by Consumer, than Liquidated Damages shall not be
paid to Consumer during such period.
The SPD shall pay on monthly basis the liquidated damages for each day of delay at the
earliest and final reconciliation shall be done not later than ten (10) days of the earlier of:
i) the date on which the SPD first commences supply of power equivalent of
Contracted Capacity from the Project to the Consumer after the Scheduled
Delivery Date or the Revised Scheduled Delivery Date, as the case may be, or
ii) expiry of the 12 Months from the Scheduled Delivery Date or the Revised
Scheduled Delivery Date, as the case may be, where the SPD has been unable to
make available the entire Contracted Capacity from the Project within the
period of such twelve months.
Provided that in case of failure of the SPD to start supply of power to Consumer even after
expiry of 12 Months from its Scheduled Delivery Date or from the Revised Scheduled
Delivery Date, as the case may be, it shall be considered as a SPD Event of Default and
provisions of Article 9 shall apply.
Penalty for Delayed COD : SPD agreeable to pay INR 5000 / MW (AC) /week for any delay
solely attributable to the Developer
2B.1.6 Liquidated Damages for delay due to Consumer “Event of Default” or “Force
Majeure Events” Affecting the Consumer
a. If the SPD is otherwise ready to commence supply of power and has given due notice
to the Consumer of the date of commencement of power supply, where such date is
on or before the Scheduled Delivery Date or the Revised Scheduled Delivery Date, as
the case may be, but is not able to commence supply of power by the said date
specified in the notice, due to a Consumer Event of Default, the SPD shall, until the
effects of the Consumer Event of Default or of Force Majeure Event affecting the
Consumer no longer prevent the SPD from providing supply of power to the
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Consumer, be deemed to have an available capacity equal to the Contracted Capacity
for the period concerned relevant to that date and to this extent, be deemed to have
been providing supply of power with effect from the date notified, the Consumer shall
make payment to the SPD of applicable Tariff charges calculated as per Normative
CUF less APPC rate prevailing at that point of time for the Contracted Capacity, for
and during the period of such delay.
The Consumer shall notify the SPD for commencement of supply of such unavailed capacity, and
on receipt of notice for commencement of such scheduling; the SPD shall commence the supply
to Consumer within 10 days of receipt of such notice.
2B.1.7 Limit on amounts payable due to default
a. The Parties expressly agree that the Consumer’s only liability for any loss of
profits or any other loss of any other kind or description whatsoever (except claims
for indemnity under Article 10), suffered by the SPD by reason of the Consumer’s
failure to meet its obligations under this Agreement shall be paid to the SPD
according to the amounts specified in this Article and Article 9, as the case may be.
b. Similarly, SPD’s only liability for any loss suffered by the Consumer of any kind
or description whatsoever (except claims for indemnity under Article 10), by
reason of the SPD’s failure to meet its obligation of providing supply of power on
the Scheduled Delivery Date or Revised Scheduled Delivery Date (s), as the case
may be, shall be as per this Article and Article 9, as the case may be.
2B.1.8 Third Party Verification
a. The SPD shall be further required to provide entry to the site of the Project free of
all encumbrances at all times during the Term of the Agreement to
Consumer/SEB and a third Party nominated by Consumer/SEB for inspection
and verification of the works being carried out by the SPD at the site of the
Project subject to prior intimation of two (2) days by Consumer of such visit.
b. The third party may verify the construction works/operation of the Power
Project being carried out by the SPD and if it is found that the construction
works/operation of the Power Project is not as per the Prudent Utility Practices, it
may require appropriate rectification from SPD.
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ARTICLE 3: OPEN ACCESS & TRANSMISSION
3.1 Open Access
3.1.1 The SPD shall be responsible for obtaining and maintaining all necessary permits and
approvals, long term open access, as required, for delivering energy output
corresponding to the Contracted Capacity from the Project to Delivery Point.
3.1.2 The SPD shall obtain concurrence/open access from the State/SLDC/appropriate
agency well in advance upto the Delivery Point, so as to enable Consumer to off-take
of Contracted Capacity for the term of the Agreement.
3.1.3 Delay or failure by the SPD to obtain open access/concurrence as required under this
Article 3.1 SPD shall not relieve it from its obligations towards Consumer, as per terms
of this PPA. Consumer will provide reasonable assistance to SPD obtain necessary
approvals and permits as mentioned above
3.1.4 Drawl to be made as per Banking Arrangement –
a. Banking facility is to be availed and allowed during particular month only (between 1st
day to 30th/31st day of the month) as per the regulations;
b. All the units injected shall be consumed in the same month;
c. No scheduling is required to be given to SLDC/other agency by the Consumer.
d. In any month where the injection is done, Consumer can consume in advance also from
grid as per their schedule on or from any given date in the month and if by that time if
injection is less, it can be considered as advance and net drawl and injection will be set
off at the end of month which will be billed in month following.
e. Consumer can draw power from the grid at any time upto its Contracted Capacity at
any time, any day of the calendar month with the estimated electricity units of 270.00
Lacs ± 10% units (kWh) per year (27.00 million units per year).
f. Consumer can procure the units to the extent of their consumption as per the
Contracted Rate and for surplus units discom will payback at APPC rate to the
consumer and consumer shall revert the amount to the SPD (or the surplus units will be
carried forward for following billing month for adjustment as per the regulations for
Power Banking).
3.2 Charges for Open Access approvals and permits

3.2.1 As per applicable regulation(s) of the Appropriate Commission(s), all charges,
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including RLDC / SLDC charges, wheeling charges, transmission charges, application
fee, etc. pertaining to open access of the transmission network of the concerned
STU/CTU upto the Delivery Point shall be borne and directly paid by the Consumer.
3.2.2 Consumer shall be liable for bearing any expenses on account of such Open Access.
3.3 Losses
3.3.1 The Consumer shall be liable to bear all the transmission losses in respect of the
power evacuated up to the Delivery Point as per applicable regulations.
3.4 Duty and Surcharge

3.4.1 The Consumer shall be liable to bear the following, if introduced in future:
 Electricity Duty
 Any other Surcharge
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ARTICLE 4: METERING
4.1 Metering
4.1.1 For installation of meters, meter testing, meter calibration and meter reading and all
matters incidental thereto, the SPD shall follow and be bound by the Central
Electricity Authority (Installation and Operation of Meters) Regulations, 2006, the
Grid Code, as amended and revised from time to time.
4.1.2 Consumption of solar units shall be considered on SPD ABT Meter, as certified / verified
by SLDC / DISCOM / State agencies for banking arrangement & shall be related to
Consumer ABT Meter in accordance with norms for the losses.
4.1.3 The SPD shall bear all costs pertaining to installation, testing, calibration, maintenance,
renewal and repair of meters at SPD’s side of Delivery Point.
4.1.4 The SPD shall install, maintain and operate all the meters in accordance with the
applicable law at Injection Point as well as at the Drawl Point.
4.1.5 The consumer shall consume the Solar Power at respective location
4.2 Reporting of Metered Data and Parameters

4.2.1 The grid connected Power Project will install necessary equipment for regular
monitoring of solar irradiance (including DNI), ambient air temperature, wind speed
and other weather parameters and simultaneously for monitoring of the electric power
generated from the plant.
4.2.2 To the extent required, online arrangement shall be made by the SPD for submission of
above data regularly for the entire period of this Power Purchase Agreement to the
concerned Indian Government Instrumentality.
4.2.3 Timely reports on required parameters shall be provided by the SPD to Indian
Government Instrumentality through Consumer for entire period of PPA.
4.3 Energy Accounting & Scheduling

4.3.1 The scheduling and energy accounting of SPD power shall be as per the provisions of
the applicable Grid Code and the applicable regulations.
4.3.2 The energy details obtained from Energy Accounts shall be provided by the SPD to
Consumer along with Monthly Bill validating the total energy for which the Monthly
Bill is generated.
4.3.3 The banking arrangement shall be availed as per the government regulations.
4.3.4 Energy Accounts shall be binding on both the Parties for billing and payment purposes.
4.4 Dispatch
4.4.1 The Power Project shall be required to maintain compliance to the applicable Grid
Code requirements and directions, if any, as specified by concerned SLDC/RLDC
from time to time.
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ARTICLE 5: APPLICABLE TARIFF
5.1 The applicable Tariff shall be applicable as per the following at the Interconnection Point
from the date of commissioning i.e. INR3.75 per kWh (unit) payable by the Consumer to
the SPD for the duration of the Agreement.
5.2 All the additional charges and losses as per Annexure B shall be paid by the Consumer
directly to SLDC/govt. authorities as per the latter’s demand note.
5.2.1 The additional charges and losses i.e. wheeling charges and transmission charges shall
be included in the invoice by SPD substantiated with proof of payment.
5.2.2 Any changes (Increase / Decrease) in the cost of the additional charges and losses, the
same shall be amended every year as per the state government directives.
5.3 The Electricity Duty is currently not applicable by Rajasthan State Electricity Board
(RSEB); if it is introduced for renewable energy at any time, it shall be borne by the
Consumer.
5.4 The SPD shall ensure a minimum savings of INR 0.50 per unit (kWh) to Consumer as per
Annexure B throughout the term of this Agreement irrespective of any changes in DISCOM
Electricity Rates; Taxation & Charges etc with the mutual agreement through discussions
and communication with the Consumer. The contracted tariff shall be suitably revised as
required. Tariff matrix as on the date of signing of the PPA is annexed hereto as Annexure
B.
5.5 Minimum saving of INR0.50 per unit can be agreed upon based on the following :
 In case of the increase in the transmission & wheeling charges/ losses which causes the
reduction in the savings to the Customer, the same will be calculated and reconciled in
the beginning of each fiscal year.
 In the situation, the Power Producer will have to reduce the PPA rate at the injection
busbar; it shall be so but not below the floor rate of INR3.75 per unit (kWh).
 The floor rate is fixed due to the commitments to the lender as per the project appraisal
 PPA termination due to the above case shall be considered as termination for
convenience.
5.6 Any reduction or subsidy announced by the Govt (central and state) as applicable for solar
energy, then the benefit of the same shall be shared equally between SPD and Consumer.
5.7 Contracted Capacity at Delivery Point
Subject to the provisions of this Agreement, SPD shall supply the Contracted Capacity and
the energy output at the Delivery Point. Consumer shall pay to the SPD tariff as determined
in accordance with this Agreement.
i. All applications for availing intra and/or inter-regional transmission system of STU /
CTU to transfer the Contracted Capacity up to the Delivery Point, as applicable, from
SPD’s solar generating station shall be made by the SPD to the concerned
SLDC/RLDCs and all the transmission related charges/losses for the same will be
paid/considered by SPD.
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ARTICLE 6: BILLING AND PAYMENT
6.1 General
i. From the date the SPD commences, partly or fully, the supply of power to Consumer,
may that be from Pre – pone Delivery Date, or from the Scheduled Delivery Date or
from the Revised Scheduled Delivery Date, as the case may be, Consumer shall pay to
the SPD the Monthly Tariff Payments, on or before the Due Date, comprising of Tariff
for every Contract Year, determined in accordance with Article 5 and this Article 6. All
Tariff Payments made by Consumer to the SPD shall be in Indian Rupees.
ii. The quantum of Energy Output sold to the Consumer shall be in accordance with the
energy accounts issued by Competent Authority.
iii. The Monthly Bill or a Credit Note, as the case may be, shall be raised/ issued by the
SPD on the basis of REA issued by relevant RPC or any other competent authority.
The REA issued by relevant RPC shall be binding on the Parties for billing and
payment/ adjustment of payment purposes, as the case may be.
iv. Pursuant to the receipt of the Monthly Bill, the Consumer shall make payment of the
amount provided in the Monthly Bill to the SPD on or before the Due Date.
v. The SPD shall issue to Consumer a signed Monthly Bill for the immediately preceding
Month or a Credit Note, as the case may be, on receipt of the REA issued by the
relevant RPC. The Consumer shall make payment against such bills within “Due Date”
or the SPD shall make adjustment of the credit note immediately in the next ensuing
bill. In case the Due Date of payment is a bank holiday, the next Business Day shall be
treated as the Due Date.
vi. The SPD shall deliver each Monthly Bill by hand delivery/fax and the Consumer shall
pay this Monthly Energy Bill within Due Date through Electronic Transfer/RTGS.
vii. Any subsidy announced by the Govt (central and state) as applicable for solar energy,
then the benefit of the same shall be shared equally by SPD and Consumer. All such
benefits, if not passed on in the billing cycle of the consumer, then the consumer shall
have the right to adjust the same in the future monthly payments to the SPD without
any notice.
viii. If for any reason, the State Energy Account is not available in time, then SELLER
(seller) shall raise a provisional bill on the basis of the contracted energy corresponding
to the period of the monthly bill. On receipt of the State Energy Account, the
adjustment, if any will be accounted for in a subsequent monthly bill.
6.2 Delivery and Content of Monthly Bills
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i. Consumer shall pay on or before Due Date to the SPD the full amount as per the
Monthly Energy Bill.
ii. In case of dispute in the Monthly Energy Bill, 95% of amount mentioned in the
Monthly Energy Bill would be payable.
iii. Each Monthly Energy Bill shall include:
(a) Solar Energy for the relevant Month as per the energy account issued by
Competent Authority.
(b) the SPD’s computation of the Monthly Tariff payable in accordance with this
Agreement;
(c) Proof of Payment of the additional charges and losses i.e. wheeling charges and
transmission charges;
(d) Supporting data, documents and calculations in details, if required, in
accordance with this Agreement;
(e) Any other information reasonably requested by the Consumer
6.3 Payment of Monthly Bills
i. The Consumer shall pay the amount payable under the Monthly Bill on or before the
Due Date to the SPD's Designated Account.
ii. All payments required to be made under this Agreement may permit any deduction or
set off for:
(a) deductions required by Applicable Law;
(b) amounts claimed by the Consumer from the SPD, through a Supplementary Bill
duly acknowledged by the SPD, to be payable by the SPD, and not disputed by
the SPD within thirty (30) days of receipt of the said Supplementary Bill and such
deduction or set-off shall be made to the extent of the amounts not disputed; and
(c) Credit note issued by SPD.
iii. The SPD shall either open or designate a bank account (the "SPD's Designated
Account") for all Tariff payments to be made by the Consumer (including
Supplementary Bills) to the SPD, and notify the Consumer of the details of such
account at least thirty (30) days prior to the commencement of power supply.
Consumer shall also designate a bank account (the "Consumer's Designated
Account") for payments to be made by the SPD (including Supplementary Bills) to
Consumer and notify the SPD of the details of such account thirty (30) days prior to
the commencement of power supply.
iv. Payment by either Party to the other Party may be made by RTGS/ NEFT.
v. The Provisional Bill(s) / Monthly Bill(s) of the SPD shall be paid in full by the
Consumer after deducting any eligible deductions pursuant to Article 6.3 (ii) subject to
the condition that–
(a) there is no apparent arithmetical error in the Monthly Bill(s);
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(b) The Monthly Bill(s) is/are prepared in accordance with this Agreement;
(c) they are in accordance with the Energy Accounts (for the Monthly Bill(s) issued by
the Competent Authority; and
(d) there is no Dispute.
Provided if there is any Dispute, then the provisions of Article 6.6 shall apply.
vi.Subject to Dispute raised, in the event of delay in payment of Provisional Bill /
Monthly Bill by the Consumer beyond its Due Date, a Late Payment Surcharge shall
be payable by Consumer to the SPD at the rate of 1% per month on the outstanding
amount calculated on a day to day basis. The Late Payment Surcharge shall be claimed
by the SPD through the Supplementary Bill in next Month.
Similarly in case adjustment of credit note is delayed by the SPD beyond 30 days from
the date of request for issue of the credit note, a late payment surcharge ("Late
Payment Surcharge") at the rate of one (1.00%) percent per month shall be payable by
the SPD to Consumer, on the amount of outstanding payment for adjustment.
No rebate shall be payable on any bills raised on account of Change in Law relating to
taxes, duties, cess and any open access charges.
6.4 Payment Security Mechanism
6.4.1 Currently there will be no bank guarantee issued by the Customer, In case the
Customer delays in making any payment to the Power Producer under the PPA, then
the Customer will provide the Power Producer with an irrevocable revolving Bank
Guarantee for an amount equal to 6 months for 25-years of payment under the PPA
and shall maintain the same till the end of the Term.
However, it is clear that under all circumstances, all Open Access charges to be borne
by Honda at all times.
6.4.2 The Consumer shall provide to SPD, in respect of payment of its Energy Bills, an
unconditional Bank Guarantee (BG) equivalent to the Six (06) months Energy
Billing opened and maintained by the Consumer, the provision of which shall be
reviewed two years from the Effective Date based upon timely Energy Bill
payments. Further to such review, the Parties may waive the provision of
providing such Bank Guarantee, which may be drawn upon by SPD in accordance
with this Article. The Consumer shall share with the SPD draft of the Bank
Guarantee proposed to be provided by Consumer two (2) months before the
Scheduled Delivery Date. The BG shall be submitted to SPD by Consumer at least
thirty (30) days before commencement of actual supply of power.
6.4.3 The Consumer shall ensure that the Bank Guarantee shall be renewed not later than
thirty (30) days prior to its expiry.
6.4.5 All costs relating to opening, maintenance of the Bank Guarantee shall be borne by
26
the Consumer.
6.4.6 If the Consumer fails to pay a Monthly Bill or part thereof within and including the
Due Date, then, subject to Article 6.6 (i) and 6.6(ii), SPD may draw upon the
Bank Guarantee, and accordingly the bank shall pay without any reference or
instructions from the Consumer, an amount equal to such Monthly Bill or part
thereof, by presenting to the scheduled bank issuing the Bank Guarantee, the
following documents:
i) a copy of the Monthly Bill which has remained unpaid by the Consumer;
ii) a certificate from SPD to the effect that the bill at item (i) above, or
specified part thereof, is in accordance with the Agreement and has remained
unpaid beyond the Due Date;
6.5 Security Mechanism for Short Supply or Delay in supply
6.5.1 The SPD shall provide to C o n s u m e r , in respect of payment of s hort fall in

s upply , an unconditional Bank Guarantee (BG) equivalent to the 180 Days of the
Energy billing for the period of PPA tenure, opened and maintained by the SPD,
which may be drawn upon by Consumer in accordance with this Article. The
S P D shall share with the Consumer draft of the Bank Guarantee proposed to be
provided by SPD two (2) months before the Scheduled Delivery Date. The BG shall
be submitted to Consumer by SPD at least thirty (30) days before commencement of
actual supply of power.
6.5.2 The SPD shall ensure that the Bank Guarantee shall be renewed not later than thirty
(30) days prior to its expiry.
6.5.3 All costs relating to opening, maintenance of the Bank Guarantee shall be borne by
the SPD.
6.5.4 If the SPD fails to compensate for shortfall in delivery compliance as

commitment in full or part thereof, C o n s u m e r may draw upon the Bank
Guarantee, and accordingly the bank shall pay without any reference or instructions
from the SPD, an amount equal to such s h o r t f a l l q u a n t i t y or part thereof, by
presenting to the scheduled bank issuing the Bank Guarantee, the following
documents:
i) A certificate from Consumer to the effect that the shortfall in supply in

accordance with the Agreement and has not been compensated for over 30
days;
6.6 Disputed Bill
27
i. If a Party disputes the amount payable under a Monthly Bill or a Supplementary Bill,
as the case may be, that Party shall, within sixty (60) days of receiving such bill, issue
a notice (the "Bill Dispute Notice") to the invoicing Party setting out:
(a) the details of the disputed amount;
(b) its estimate of what the correct amount should be;
(c) all written material in support of its claim.
ii. If the invoicing Party agrees to the claim raised in the Bill Dispute Notice issued
pursuant to Article 6.6(ii), the invoicing Party shall revise such bill within seven (7)
days of receiving such notice and if the disputing Party has already made the excess
payment, refund to the disputing Party such excess amount within fifteen (15) days of
receiving such notice. In such a case excess amount shall be refunded along with
interest at the same rate as Late Payment Surcharge which shall be applied from the
date on which such excess payment was made to the invoicing Party and upto and
including the date on which such refund payment has been received by the receiving
Party.
iii. If the invoicing Party does not agree to the claim raised in the Bill Dispute Notice
issued pursuant to Article 6.6(ii), it shall, within seven (7) days of receiving the Bill
Dispute Notice, furnish a notice to the disputing Party providing:
(a) reasons for its disagreement;
(b) its estimate of what the correct amount should be; and
(c) all written material in support of its counter-claim.
iv. Upon receipt of notice of disagreement to the Bill Dispute Notice under Article
6.6(iv), authorised representative(s) or a director of the board of directors/member of
board of each Party shall meet and make best endeavours to amicably resolve such
dispute within fifteen (15) days of receiving such notice of disagreement to the Bill
Dispute Notice.
v. If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of
notice of disagreement to the Bill Dispute Notice pursuant to Article 6.6(iv), the
matter shall be referred to Dispute Resolution in accordance with Article 11.
vi. In case of disputed bills, it shall be open to the aggrieved Party to approach the
Appropriate Commission for Dispute Resolution in accordance with Article 11.
vii. If a Dispute regarding a Monthly Bill or a Supplementary Bill is settled pursuant to

Article 6.6 or by Dispute resolution mechanism provided in this Agreement in favour
of the Party that issues a Bill Dispute Notice, the other Party shall refund the amount,
if incorrectly charged and collected from the disputing Party or pay as required,
within five (5) days of the Dispute either being amicably resolved by the Parties
pursuant to Article 6.6(v) or settled by Dispute resolution mechanism along with
interest as Late Payment Surcharge from the date on which such payment had been
made to the invoicing Party or the date on which such payment was originally due, as
may be .
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6.7 Quarterly and Annual Reconciliation
6.7.1 The Parties acknowledge that all payments made against Monthly Bills shall be
subject to quarterly reconciliation within 30 days of the end of the quarter of each
Contract Year and annual reconciliation at the end of each Contract Year within 30
days thereof to take into account the Energy Accounts, Tariff adjustment payments,
Tariff Rebate, Late Payment Surcharge, or any other reasonable circumstance
provided under this Agreement.
6.7.2 The Parties, therefore, agree that as soon as all such data in respect of any quarter of a
Contract Year or a full Contract Year as the case may be has been finally verified and
adjusted, the SPD and Consumer shall jointly sign such reconciliation statement.
After signing of a reconciliation statement, the Consumer shall make appropriate
adjustments in the following Monthly Bill, with Surcharge/Interest, as applicable.
Within 15 (fifteen) working days of signing such reconciliation statement, the SPD
(Seller) or the Consumer (Buyer), as the case may be shall raise a supplementary bill
for the tariff adjustment payments for the relevant quarter/ contract year. Late Payment
Surcharge/ interest shall be payable in such a case from the date on which such
payment had been made to the invoicing Party or the date on which any payment
was originally due, as may be applicable. Any Dispute with regard to the above
reconciliation shall be dealt with in accordance with the provisions of Article 11.
6.8 Power Purchase obligation
6.8.1 Customer to guarantee off takes of 100% energy generated by the Plant. If the
Customer off takes less than the energy generated by the Plant, the Customer would
continue to pay for the entire energy generated under the deemed generation provision.
However to the extent the Power Producer recovers any monies from the Discom for
power injected into the grid (units not off taken by the customer), the Power Producer
provide the same as rebate to the Customer and recover the balance (i.e. Un-utilized
units compensation – (3.75Rs – 3.11) = 0.64Rs/Kwh. However INR 3.11 is prevailing
APPC rate, recovery shall be difference between the Tariff under the PPA and the
APPC price or any other price / payment paid by the Discom multiplied by the units
not consumed by the Customer for which deemed generation is paid by the Customer)
6.8.2 Penalty payable to the Customer for supply of energy lower than the Guaranteed
Generation / Supply
Power Producer to pay the Customer for the shortfall in generation in a one-year
cycle basis i.e. the cumulative shortfall in supply every Six (06) months. The penalty
payable shall be the difference in the variable tariff payable to the grid by the
Customer as on date of the PPA and the Tariff payable under the PPA
6.8.3 From the first year of operations, the SPD shall ensure the minimum of 16.30% (sixteen
point three zero percent) CUF of the Contracted Capacity .
6.8.4 Consumer shall purchase energy, from the SPD, equivalent to 27.00 million (Two
Crores Seventy Lacs) kWh (Units) Per Annum / 27.00 Mill (Two Crores Seventy Lacs)
29
kWh (Units) per month ± 10% units (kWh per month)
6.8.3. Energy produced beyond the 27.00 million (Two Crores Seventy Lacs) units shall be
consumed by Consumer and shall pay to SPD at the contracted tariff.
6.8.4. In case of shortfall (other than force majeure), in delivery, Consumer would be
compensated by SPD (from the date of COD) to the extent of loss of additional payment
to DISCOM and cost of incidental REC/ Penalty accruals.
6.8.5. Shortfall in supply / consumption shall be accounted on a monthly basis. SPD shall
maintain the Bank Guarantee of equivalent of 30 Days Billing to compensate the
Consumer of any loss of savings due to shortfall of supply for reasons other than Force
Majeure.
6.8.6. Without prejudice to the provision of Force Majeure if Consumer fails to off
take/Consume 100% of the monthly/yearly guaranteed energy as per open access
initially allotted / approved by Nodal agencies, Consumer shall pay to SPD as per
Contracted Tariff less APPC Cost.
6.8.7. In case the Consumer has to shutdown the facility for maintenance purpose or any other
reason, it should inform the SPD at-least 30 Days in advance.
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ARTICLE 7: FORCE MAJEURE
7.1 Definitions
7.1.1 In this Article, the following terms shall have the following meanings:
7.2 Affected Party

7.2.1 An affected Party means Consumer or the SPD whose performance has been
adversely affected by an event of Force Majeure.
7.3 Force Majeure

7.3.1 A ‘Force Majeure’ means any event or circumstance or combination of events and
circumstances as stated below that wholly or partly prevents or unavoidably delays an
Affected Party in the performance of its obligations under this Agreement, but only if
and to the extent that such events or circumstances are not within the reasonable
control, directly or indirectly, of the Affected Party and could not have been avoided if
the Affected Party had taken reasonable care in performing its obligations:
a) Act of God, including, but not limited to lightning, drought, fire and explosion,
earthquake, volcanic eruption, landslide, flood, cyclone, typhoon, tornado,
resulting in evacuation of power being disrupted from the Delivery Points; or
b) Explosion, accident or breakage of transmission facilities to deliver power from

the Delivery Points to the receiving substation(s) due to force majeure conditions
including grid failure also; or
c) any act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist or
military action making the performance of obligations as specified herein as
impossible; or
d) radioactive contamination or ionising radiation originating from a source in India or

resulting from another Force Majeure Event mentioned above excluding
circumstances where the source or cause of contamination or radiation is brought or
has been brought into or near the Power Project by the Affected Party or those
employed or engaged by the Affected Party.
(e) An event of force majeure identified under this agreement thereby affecting
procurement of power by SEB.
f) An event of force majeure affecting the concerned STU/CTU, as the case may be,
thereby affecting the evacuation of power beyond the Delivery Point.;
g) non issuance of NOC by STU / SLDC
h) any restriction imposed by STU/SLDC in scheduling of power due to complete

breakdown of the grid.
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i) The Contracted Quantum will be treated as deemed reduced for the period of non-
availability and part availability of corridor if the full Contracted Quantum is applied
for open access. The non/part availability of transmission corridor should be certified
by STU / SLDC.
j) Act of Indian Government / State Government Instrumentality, or compliance with

such acts, which directly affects such Party’s ability to perform its obligation
hereunder.
k) Other reasons due to the Consumer as follows:
-- due to closure of the plant at the present place due to the government policy to
discontinue petrol / diesel vehicles or replacing it with electric /CNG vehicles or
-- Consumer permanently stops production due to un-resolved labour unrest or
Consumer declares lock out due to labour unrest
 This will not be a Force Majeure Event. This is in the control of the Customer
and during this period the Customer will continue to perform under the PPA. IF
the PPA is terminated then this will be construed as termination for convenience
and the provisions will apply
7.4 Notification of Force Majeure Event
7.4.1 The Affected Party shall give notice to the other Party of any event of Force Majeure
as soon as reasonably practicable, but not later than seven (7) days after the date on
which such Party knew or should reasonably have known of the commencement of
the event of Force Majeure. If an event of Force Majeure results in a breakdown of
communications rendering it unreasonable to give notice within the applicable time
limit specified herein, then the Party claiming Force Majeure shall give such notice as
soon as reasonably practicable after reinstatement of communications, but not later
than one (1) day after such reinstatement.
Such notice shall include full particulars of the event of Force Majeure, its effects on
the Party claiming relief and the remedial measures proposed. The Affected Party
shall give the other Party regular reports on the progress of those remedial measures
and such other information as the other Party may reasonably request about the Force
Majeure Event.
7.4.2 The Affected Party shall give notice to the other Party of (i) the cessation of the
relevant event of Force Majeure; and (ii) the cessation of the effects of such event of
Force Majeure on the performance of its rights or obligations under this Agreement,
as soon as practicable after becoming aware of each of these cessations.
7.5 Duty to Perform and Duty to Mitigate
7.5.1 To the extent not prevented by a Force Majeure Event pursuant to Article 7.3, the
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Affected Party shall continue to perform its obligations pursuant to this Agreement.
The Affected Party shall use its reasonable efforts to mitigate the effect of any Force
Majeure Event as soon as practicable.
Provided that no party shall be required under this Article to settle any strike or labour
dispute it considers to be unfavourable to it.
7.5.2 Failure or delay caused by Force Majeure

Neither Party shall be liable for any failure or delay in complying with its obligations
pursuant to this Agreement to the extent that such failure or delay has been caused or
contributed to by one or more events of Force Majeure or their effects or by any
combination thereof. The period allowed for the performance by the Affected Party of its
obligations hereunder shall be extended by one day for each day of continuation of an
event or events of Force Majeure.
Provided that such extension may be for such additional duration as may be required to
compensate for any delay or failure resulting from the time spent on de-mobilization and
re-mobilization of personnel and restoration of the Unit or the Project, as the case may be,
after cessation of an event or events of Force Majeure, to the pre-Force Majeure condition,
assuming diligent compliance by such Party.
7.6 Available Relief for a Force Majeure Event

For the avoidance of doubt, it is clarified that no Tariff shall be paid by the Consumer for
the part of Contracted Capacity affected by a Force Majeure Event affecting the SPD, for
the duration of such Force Majeure Event. For the balance part of the Contracted Capacity,
Consumer shall pay the Tariff to the Company, provided during such period of Force
Majeure Event, the balance part of the Power Station/Transmission network is declared to
be available for scheduling and dispatch for supply of power.
In case of Force Majeure Event affecting Consumer no tariff shall be paid by /Consumer to
the SPD for the duration of such Force Majeure Event affecting the /Consumer and vice
versa.
7.7 Extended Term of Agreement due to Force Majeure
This Agreement shall stand extended by the period for which Company is not able to
supply electricity or the Consumer is not able to draw power, partly or completely, due to
any Force Majeure.
7.8 Extended Force Majeure

The occurrence of an event of Force Majeure and its continuance for a period of six (6)
consecutive months shall constitute Extended Force Majeure, In the event of occurrence of
an Extended Force Majeure; either Party may terminate the Agreement pursuant to Article
9.
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ARTICLE 8: CHANGE IN LAW
8.1 Definitions
In this Article 8, the following terms shall have the following meanings:
8.1.1 "Change in Law” means the occurrence of any of the following events after the
Effective Date.:
• the enactment, coming into effect, adoption, promulgation, amendment,

modification or repeal (without re-enactment or consolidation) in India, of any
Law, including rules and regulations framed pursuant to such Law;
• a change in the interpretation or application of any Law by any Indian

Governmental Instrumentality having the legal power to interpret or apply
such Law, or any Competent Court of Law;
• the imposition of a requirement for obtaining any Consents, Clearances and

Permits which was not required earlier;
• a change in the terms and conditions prescribed for obtaining any Consents,
Clearances and Permits or the inclusion of any new terms or conditions for
obtaining such Consents, Clearances and Permits; except due to any default of
the SPD;
8.1.2 Notwithstanding anything to the contrary, the minimum savings guaranteed of Rs. 0.50
per unit by the SPD to the Consumer shall continue to be provided.
8.2 Relief for Change in Law
8.2.1 The aggrieved Party shall be required to approach the Appropriate Commission for
seeking approval of Change in Law.
8.2.2 The decision of the Appropriate Commission to acknowledge a Change in Law and
the date from which it will become effective, provide relief for the same, shall be final
and governing on both the Parties.
8.2.3 In the event, a Change in Law persists for a period of 6 (six) months from the
Appropriate Commission’s acknowledgement, the relevant Change in Law shall be
treated as a condition of Force Majeure.
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ARTICLE 9: EVENTS OF DEFAULT AND TERMINATION
9.1 Consumer Event of Default

9.1.1 The occurrence and continuation of any of the following events, unless any such event
occurs as a result of a Force Majeure Event, shall constitute a Consumer Event of
Default:
i. If Consumer is in breach of any material obligation under this Agreement; or
ii. Consumer fails to pay any undisputed Monthly Bill or any part thereof for a period of
forty five (45) days after the Due Date and the SPD is unable to recover the
outstanding amount of such Monthly Bills through the Bank Guarantee as specified
under Article 6; or
iii. Consumer repudiates this Agreement and does not rectify such breach even within a
period of thirty (30) days from a notice from SPD in this regard; or
iv. if (a) any winding up order is passed against the Consumer or (b) the Consumer goes
into liquidation or dissolution or has a receiver or any similar officer appointed over all or
substantially all of its assets or official liquidator is appointed to manage its affairs,
pursuant to Applicable Law, except where such dissolution or liquidation of the Consumer
is for the purpose of a merger, consolidation or reorganization and where the resulting
entity has the financial standing to perform its obligations under this Agreement and
creditworthiness similar to the Consumer and expressly assumes all obligations of the
Consumer under this Agreement and is in a position to perform them; or
v. if Consumer commits three (3) or more defaults in a Contract Year, in replenishing a

Bank Guarantee; or
vi. In the event, Consumer is not able to off-take electricity for a period of 06 (Six) months
as mentioned in 2B.1.2.1 (a)
vii. The Consumer fails to evacuate power from the Delivery Points for a continuous
period of six months.
viii.If a) the Consumer becomes voluntarily or involuntarily the subject of any

bankruptcy or insolvency or winding up proceedings and such proceedings
remain uncontested for a period of thirty (30) days, or (b) any winding up or
bankruptcy or insolvency order is passed against Consumer, or (c) Consumer goes
into liquidation or dissolution or has a receiver or any similar officer appointed
over all or substantially all of its assets or official liquidator is appointed to
manage its affairs, pursuant to Law. Provided that a dissolution or liquidation of the
Consumer will not be a Consumer Event of Default if such dissolution or liquidation
is for the purpose of a merger, consolidation or reorganization and where the
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resulting entity retains creditworthiness similar to the Consumer and expressly
assumes all obligations of the Consumer under this Agreement and is in a position
to perform them; or
ix. except where due to an Consumer’s failure to comply with its material obligations,
the Consumer is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the Consumer within thirty
(30) days of receipt of first notice in this regard given by SPD.
x. Occurrence of any other event which is specified in this Agreement to be a

material breach/ default of the Consumer.
xi. In case of early termination, not due to Force Majeure or, Change in Law, before the
minimum lock-in period of 15 (fifteen) years, the liability to compensate the losses to
SPD by Consumer shall be to compensate to SPD the amount equivalent to three (03)
year supply of Solar PV Power (22.50 Lacs units per month) @unit tariff of INR3.75
per kWh and 19% CUF.
xii. act of God like lightning, earthquake, volcanic eruption, landslide, flood, cyclone,
typhoon, tornado, adverse weather conditions;
xiii.act of war (whether declared or undeclared), invasion, armed conflict or act of foreign
enemy, blockade, embargo, revolution, riot, insurrection, civil unrest, terrorist or
military action;
xiv. any requirement, action or omission to act pursuant to any judgment or order of any
court or judicial authority in India (provided such requirement, action or omission to
act is not due to the breach by the Affected Party) of any Law or any of its obligations
under this Agreement;
xv. expropriation and/or compulsory acquisition of the Project Site or the Project, in whole
or in part, by any Statutory Entity;
xvi. radio-active contamination or ionising radiation or resulting from another Force

Majeure Event excluding circumstances where the source or cause of contamination or
radiation is brought or has been brought into or near the Project Site by the Affected
Party;
xvii. terrorist acts affecting the Project or the Project Site;
xviii. non-grant of open access by the authorities for reasons not attributable to the
Consumer or the Seller;
xix. industry-wise and nation-wide strike; or
xx. any event of force majeure under any of this Agreement affecting the Project or the
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Project Site.
xxi. If the Consumer consumes KWH units less than 90% (Minimum 90% to consume),
then %shortfall of units will be paid to Supplier with respect to PPA Basic rate offered
i.e. Rs3.75/kwh
xxii. If supplier unable to supply KWH units less than 90% (Minimum 90% to supply),
then %shortfall of units with respect to Saving rate committed during PPA.
xxiii. If the SPD unable to provide power after 6 months to the Consumer, then SPD will
provide LC / Bank Guarantee to HMSI for 2 months within 7 working days
considering extension period of 60 days. The LC / Bank Guarantee will be encashed by
the Consumer if it exceeds 60 days.
9.2 SPD Event of Default

The occurrence and continuation of any of the following events, unless any such event
occurs as a result of a Force Majeure Event or a breach by Consumer of its obligations
under this Agreement, shall constitute a SPD Event of Default:
i. the SPD is in breach of any material obligations under this Agreement; or,
ii. the failure to commence supply of power from the Project to the Consumer, even after
expiry of 2 month from the Scheduled Delivery Date or the Revised Scheduled
Delivery Date, as the case may be.
iii. if the SPD is unable to fulfill the condition of providing committed savings, then in
that case the consumer can terminate the agreement after giving six (06) months’
notice
iv. if (a) any winding up order is passed against the SPD or (b) the SPD goes into
liquidation or dissolution or has a receiver or any similar officer appointed over all or
substantially all of its assets or official liquidator is appointed to manage its affairs,
pursuant to Applicable Law, except where such dissolution or liquidation of the SPD is for
the purpose of a merger, consolidation or reorganization and where the resulting entity
has the financial standing to perform its obligations under this Agreement and
creditworthiness similar to the SPD and expressly assumes all obligations of the SPD
under this Agreement and is in a position to perform them; or
v. the SPD repudiates this Agreement and does not rectify such breach even within a
period of thirty (30) days from a notice from Consumer in this regard.
vi. after the commencement of supply of power, the interruption of power supply by the SPD
for a continuous period of three (3) Month.
vii. after two years from COD, SPD fails to achieve Average CUF of 16.30 % (sixteen
point three zero percent) for a period of twenty four (24) consecutive Months; or
viii. the SPD fails to make any payment (a) of an amount exceeding Rupees one (1) Crore
required to be made to Consumer under this Agreement, within three (1) Months after
the Due Date of an undisputed invoice /demand raised by Consumer on the SPD, or
ix. if the SPD:
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a) assigns or purports to assign any of its assets or rights in violation of this
Agreement or other agreements with Consumer; or
b) transfers or novates any of its rights and/or obligations under this Agreement, in
violation of this Agreement, or other agreements with Consumer.
x. In the event, any of the Conditions Precedent listed in Article 2A.2 are not duly
satisfied by SPD, Consumer may terminate this Agreement by giving a written notice
of termination to the other Party;
xi. In case of early termination, not due to Force Majeure or, Change in Law, before
the minimum lock-in period of 15 (fifteen) years. The liability to compensate the
losses to Consumer by SPD is as follows:
1. Compensat to Consumer the difference of amount of the
DISCOM Rate MINUS the last PPA rate for the remaining of the lock-in
period.
9.3 Procedure and Termination for cases of Consumer’s Event of Default

i. Upon the occurrence and continuation of any Consumer Event of Default under
Article 9.1, the SPD shall have the right to deliver to the Consumer, a SPD preliminary
default notice, ("SPD Preliminary Default Notice"), which shall specify in
reasonable detail, the circumstances giving rise to the issue of such notice.
ii. Following the issue of SPD Preliminary Default Notice, the Consultation Period of
Forty five (45) days or such longer period as the Parties may agree, shall apply.
iii. During the Consultation Period, the Parties shall, save as otherwise provided in this
Agreement, continue to perform their respective obligations under this Agreement.
iv. After the period of seven (7) days following the expiry of the Consultation Period,
unless the Parties shall have otherwise agreed to the contrary, or the Consumer Event
of Default giving rise to the said Consultation Period shall have ceased to exist or shall
have been remedied, the SPD shall be simultaneously entitled to issue thirty (30) days
notice for termination of this Agreement even before the expiry of the Term of this
contract with a copy to the Appropriate Commission.
v. If the Consumer fails to cure the event of default in the manner provided in this
Agreement, the SPD in addition to its right to specifically enforce this Agreement shall
also have the right to terminate this Agreement for such event of default even before
the expiry of the Term of the Agreement, provided on such termination, the liability of
the SPD to supply power shall cease immediately.
vi. If the company went into insolvency or bankrupt, the PPA will be terminated and BG
will be surrendered to the Consumer within 7 working days.
vii. If suppliers unable to provide power after 6 months to the Consumer, then Supplier
will provide LC to the Consumer for 2 months within 7 working days considering
extension period of 60 days. The LC will be encashed by the Consumer if it exceeds
60 days.
viii. Any dispute, differences or disagreement (collectively, the “Dispute”) between the
Parties arising out of or in connection with this Agreement, shall, in the first attempt,
be sought to be settled through mutual negotiation at the management level of the
Parties.
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ix. The disputing Party shall refer the Dispute to the management of the other Party, upon
receipt of which reference, the management of the Parties shall meet within 7 (seven)
days thereof, with an objective to amicably settle the Dispute.
x. In such regard to amicably settle the Dispute, the management of the Parties may seek
the assistance of any independent mediator, conciliator or industry expert.
xi. If no amicable settlement could be reached between the Parties within 45 (forty-five)
days of the reference of the Dispute, then, subject to the provisions of the Electricity
Laws, the Dispute shall be resolved by way of final and binding arbitration. The seat
of the arbitration shall be in New Delhi , District Court.
xii. Subject to Force Majeure conditions, If supplier unable to supply 90% of contracted
units (kWh) , then %shortfall w.r.t 90% will be paid to the Consumer as penalty
considering the saving rate committed during PPA.
9.4 Termination for SPD's Events of Default

i. Upon the occurrence and continuation of any SPD Event of Default pursuant to Article
9.2, the Consumer shall have the right to deliver to the SPD a Consumer preliminary
default notice, ("Consumer Preliminary Default Notice"), which shall specify in
reasonable detail, the circumstances giving rise to the issue of such notice and
pursuant to issuance of such notice, the Consumer shall follow the procedure
prescribed in Article 9.4, unless it can exercise the remedies provided under Article
6.6
ii. Following the issue of a Consumer Preliminary Default Notice, the Consultation
Period of fifteen (15) days or such longer period as the Parties may agree, shall apply.
iii. During the Consultation Period, the Parties shall continue to perform their respective
obligations under this Agreement.
iv. If the SPD fails to cure the event of default in the manner provided in this Agreement,
the Consumer shall have the right to terminate this Agreement for such event of
default even before the expiry of the Term of the Agreement, provided on such
termination, the liability of the SPD for future Charges shall cease immediately.
v. If the SPD fails to cure the event of default in the manner provided in this Agreement,
the Consumer in addition to its right to specifically enforce this Agreement shall also
have the right to terminate this Agreement for such event of default even before the
expiry of the Term of the Agreement, provided on such termination, the liability of the
Consumer to procure power shall cease immediately.
9.5 Termination for Convenience

Customer to pay Six (06) Months revenue in Single payment as Termination Payment for
convenience. However in case the Power Producers enters into an agreement with a third
party for a long term supply of power (with terms similar or better to the existing PPA)
during the Six (06) Months from termination by the Customer, then the Power Producer
will reimburse to the Customer the Termination Payment for the period starting from the
date of supply of power to the third party and the date on which the six months period
ends. For sake of clarity the reimbursement of the Termination Payment will pro-rata
from start date of the third party supply of energy and date on which the Six months
period ends.
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It stands clarified that the Consumer may terminate this Agreement without any
consequences at its sole discretion by providing thirty (30) days notice to SPV, any time
after expiry of this Agreement.
9.6 Termination in case of the following Special Situation

 Due to Closure of the plant or reduction in plant capacity at the present place due
to the government policy to discontinue petrol / diesel vehicles or replacing it
with electric /CNG vehicles
 Grid Tariff (i.e. both fixed and variable charges including any taxes, cess, etc.) is
less than delivered price of energy under the PPA
In either case the Customer will give a six months termination notice. During the
termination notice the Customer will continue to purchase and pay for the energy under the
PPA as per the terms of the PPA
9.7 Consequences of Termination/Reduction of Contracted Capacity
In case of Termination of the Agreement or agreed reduction in Contracted Capacity, due

to SPD’s Event of Default, SPD shall be liable to pay to Consumer, charges equivalent to
eight months’ billing calculated on the applicable Tariff and normative CUF of the
Contracted Capacity or part thereof as the case may be. In addition compensation /
damages payable to STU / CTU on account of termination open access shall be paid by
SPD.
In case of Termination of the Agreement due to Consumer’s Event of Default, Consumer

shall be liable to pay to the SPD, charges equivalent to eight months’ billing calculated on
the applicable Tariff and normative CUF.
Such payment shall be made by Parties within thirty (30) days of the termination of the
Agreement. Any amount remaining unpaid on the part of defaulting Party shall be
considered as a material breach and the other Party shall have the right to enforce such
claim as per the provisions of the Law.
ARTICLE 10: LIABILITY AND INDEMNIFICATION

10.1 Indemnity
10.1.1 The SPD shall indemnify, defend and hold Consumer harmless against:
a) any and all third party claims, actions, suits or proceedings against Consumer for
any loss of or damage to property of such third party, or death or injury to such
third party, arising out of a breach by the SPD of any of its obligations under this
Agreement, except to the extent that any such claim has arisen due to a
negligent act or omission, breach of this Agreement or breach of statutory duty
on the part of Consumer, its contractors, servants or agents; and
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b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest actually suffered or incurred by Consumer from third
party claims arising by reason of:
(i) breach by the SPD of any of its obligations under this Agreement,
(provided that this Article 10 shall not apply to such breaches by the
SPD, for which specific remedies have been provided for under this
Agreement) except to the extent that any such losses, damages, costs and
expenses including legal costs, fines, penalties and interest (together to
constitute “Indemnifiable Losses”) has arisen due to a negligent act or
omission, breach of this Agreement or breach of statutory duty on the part of
Consumer, its contractors, servants or agents, or
(ii) Any of the representations of the SPD under this PPA being found to be
inaccurate or untrue.
10.1.2. Consumer shall indemnify, defend and hold the SPD harmless against:
(a) any and all third party claims, actions, suits or proceedings against the SPD for
any loss of or damage to property of such third party, or death or injury to such
third party, arising out of a breach by Consumer of its obligations under this
Agreement except to the extent that any such claim, action, suit or proceeding
has arisen due to a negligent act or omission, breach of this Agreement or
breach of statutory duty on the part of the SPD, its contractors, servants or
agents; and
(b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest (together to constitute “Indemnifiable Losses”) actually
suffered or incurred by the SPD by reason of
i. a breach by Consumer of any of its obligations under this Agreement

(provided that this Article 10 shall not apply to such breaches by
Consumer, for which specific remedies have been provided for under this
Agreement), except to the extent that any such Indemnifiable Losses have
arisen due to a negligent act or omission, breach of this Agreement or
breach of statutory duty on the part of the SPD, its contractors, servants or
agents or
ii. Any of the representations or warranties of the Consumer under this

Agreement being found to be inaccurate or untrue.
10.1. A Limitation of liability
i. Except as expressly provided in this Agreement, neither the SPD nor Consumer nor
their respective officers, directors, agents, employees or Affiliates (or their officers,
directors, agents or employees), shall be liable or responsible to the other Party or its
Affiliates, officers, directors, agents, employees, successors or assigns (or their
41
respective insurers) for incidental, indirect or consequential damages, connected with
or resulting from performance or non-performance of this Agreement, or anything
done in connection herewith, including claims in the nature of lost revenues, income
or profits (other than payments expressly required and property due under this
Agreement), any increased expense of, reduction in or loss of power generation or
equipment used therefor, irrespective of whether such claims are based upon breach of
warranty, tort (including negligence, whether of the Consumer, the SPD or others),
strict liability, contract, breach of statutory duty, operation of law or otherwise.
Consumer shall have no recourse against any officer, director or shareholder of the
SPD or any Affiliate of the SPD or any of its officers, directors or shareholders for
such claim excluded under this Article. The SPD shall have no recourse against any
officer, director or shareholder of Consumer, or any Affiliate of Consumer or any of
its officers, directors or shareholders for such claim excluded under this Article.
10.2 Procedure for claiming Indemnity
10.2.1 Third party claims

a. Where the Indemnified Party is entitled to indemnification from the Indemnifying
Party pursuant to Article 10.1.1(a) or 10.1.2.(a), the Indemnified Party shall
promptly notify the Indemnifying Party of such claim, proceeding, action or suit
referred to in Article 10.1.1(a) or 10.1.2.(a) in respect of which it is entitled to be
indemnified. Such notice shall be given as soon as reasonably practicable after the
Indemnified Party becomes aware of such claim, proceeding, action or suit. The
Indemnifying Party shall be liable to settle the indemnification claim within thirt y (30)
days of receipt of the above notice. Provided however that, if:
i) the Parties choose to refer the dispute before the Arbitrator in accordance with
Article 11.3;
ii) The Parties choose to contest, defend or litigate such claim, action or suit or
proceedings in accordance with Article 10.2.1. b below; and
iii) the claim amount is not required to be paid/ deposited to such third party
pending the resolution of the Dispute,
the Indemnifying Party shall become liable to pay the claim amount to the
Indemnified Party or to the third party, as the case may be, promptly following the
resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified
Party.
b. The Indemnified Party may contest, defend and litigate a claim, action, suit or
proceedings by referring to the Arbitrator for which it is entitled to be Indemnified under
Article 10.1.1(a) or 10.1.2.(a) and the Indemnifying Party shall reimburse to the
Indemnified Party all reasonable costs and expenses incurred by the Indemnified party.
However, such Indemnified Party shall not settle or compromise such claim, action, suit
or proceedings without first getting the consent of the Indemnifying Party, which
42
consent shall not be unreasonably withheld or delayed.
An Indemnifying Party may, at its own expense, assume control of the defence of any
proceedings brought against the Indemnified Party, if it acknowledges its obligation to
indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its
intention to assume control of the defence, and employs an independent legal counsel at
its own cost, that is reasonably satisfactory to the Indemnified Party.
10.3 Indemnifiable Losses
10.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the

Indemnifying Party pursuant to Article 10.1.1(b) or 10.1.2.(b), the Indemnified Party
shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually
incurred by the Indemnified Party. The indemnifiable Losses shall be paid by the
Indemnifying Party within thirty (30) days of receipt of the notice seeking
Indemnifiable Losses by the Indemnified Party.
10.4 Duty to mitigate

The Parties shall endeavour to take all reasonable steps so as to mitigate any loss or
damage which has occurred under this Article 10.
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ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law
11.1.1 This Agreement shall be governed by and construed in accordance with the applicable
laws of India. Any legal proceedings in respect of any matters, claims or disputes arising
out of or in connection with this Agreement shall be under the jurisdiction of appropriate
courts of Jodhpur.
11.2 Amicable Settlement and Dispute Resolution
11.2.1 Amicable Settlement
(i) Either Party is entitled to raise any claim, dispute or difference of whatever nature arising
under, out of or in connection with this Agreement (“Dispute”) by giving a written notice
(Dispute Notice) to the other Party, within 90 days of occurrence of dispute, which shall
contain:
1. a description of the Dispute;
2. the grounds for such Dispute; and
3. all written material in support of its claim.
(ii) The other Party shall, within thirty (30) days of issue of Dispute Notice issued under
Article 11.2.1, furnish:
1. counter-claim and defences, if any, regarding the Dispute; and

2. all written material in support of its defences and counter-claim.
(iii) Within fifteen (15) days of receipt of notice/reply issued by the Party pursuant to Article
11.2.1(i) or Article 11.2.1.(ii) respectively, authorized representatives of both the Parties to
the Dispute may meet to settle such Dispute amicably.
(iv) Within thirty (30) days of issue of Dispute Notice by any Party pursuant to this Article
11.2.1 if the other Party does not furnish any counter claim or defence under Article 11.2.1
(ii) or thirty (30) days from the date of furnishing counter claims or defence by the other
Party, both the Parties to the Dispute shall meet to settle such Dispute amicably. If the
Parties fail to resolve the Dispute amicably within thirty (30) days from the later of the
dates mentioned in this Article 11.2.1 (iii), the Dispute shall be referred for dispute
resolution in accordance with Article 11.3.
11.3 Dispute Resolution
i. Where any Dispute arises from a claim made by any Party for any change in or
determination of the Tariff or any matter related to Tariff or claims made by any Party
which partly or wholly relate to any change in the Tariff or determination of any of such
44
claims could result in change in the Tariff, such Dispute shall be referable to and
adjudicated by the Appropriate Commission. Appeal against the decisions of the
Appropriate Commission shall be made only as per the provisions of the Electricity Act,
2003, as amended from time to time.
ii. If the Dispute arises out of or in connection with any claims not covered in Article 11.3(i)
or Dispute is of such nature not adjudicated by Appropriate Commission then such Dispute
shall be resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996, in
accordance with the process specified in this Article.
1. The arbitration tribunal shall consist of one (1) arbitrator.

2. The place of arbitration shall be New Delhi. The language of the arbitration shall
be English.
3. The Arbitration Tribunal’s award shall be substantiated in writing. The Arbitration
Tribunal shall also decide on the costs of the arbitration proceedings and the
allocations thereof;
i) The provisions of this Article shall survive the termination of this Agreement for any
reason whatsoever.
ii) The award shall be enforceable in any court having jurisdiction, subject to the Applicable
Law;
11.4 Parties to Perform Obligations
Notwithstanding the existence of any Dispute and difference referred to in this Article the
Parties hereto shall continue to perform their respective obligations (which are not in dispute)
under this Agreement.
11.5 Consolidation of Arbitration Proceedings
Where any Dispute or difference arises between Consumer and SEB and where, in the
opinion of Consumer, the presence of the SPD is necessary or desirable for the proper and
complete adjudication of the dispute(s), then Consumer may take all such steps, as may be
necessary for consolidating the dispute or the consequential arbitration proceedings so that
the SPD, is also present in the dispute resolution process or arbitration proceedings.
The SPD agrees and grants to Consumer all the necessary and incidental rights and
powers/authorities to take steps for effectively resolving the disputes, as referred to above, In
such an eventuality, the constitution of the arbitral tribunal shall be in accordance with the
PPA and Consumer in such an event shall nominate its arbitrator in mutual agreement with
the SPD.
11.6 Arbitration Proceedings to be time bound
The Arbitrator(s) shall dispose off and decide on the arbitration proceedings with in a period
specified by law from the date of initiation of arbitration proceedings. Any time taken for any
proceedings in a competent court exercising valid jurisdiction over the current dispute would
be excluded for the purposes of calculating the time period.
45
ARTICLE 12: MISCELLANEOUS PROVISIONS
12.1 Assignment
This PPA is exclusive to the Parties and the Parties shall not assign its rights and benefits
hereunder except with mutual consent.
Consumer agree to provide consent to assignment as may be required by Lenders of the

SPD in the Lender’s prescribed format subject to, the Lenders agreeing in writing to
fulfilling and continuing with the performance of all responsibilities, liabilities and
obligations of the SPD towards Consumer in accordance with this PPA, in case of default
of the SPD leading to the substitution of the Lenders or their representatives.
12.2 Notice
Any notice and other communication given or required to be given under this Agreement
shall be in writing and shall be sent by recognized courier or by facsimile, provided that
where such notice is sent by facsimile, a confirmation copy shall be sent by pre-paid
registered post or by recognized courier within five days of the transmission by facsimile,
only at the following address of the receiving Party, or at such other address as may be
notified by the receiving Party to the other in writing, provided such change of address has
been notified at least ten (10) days prior to the date on which such notice has been given
under the terms of this Agreement.
The name of the addressees, present addresses and fax numbers of the Parties hereto are as
follows, subject to any change effected by a written notice compliant with this Article:
TECSO ENERGY ONE PRIVATE LIMITED

Address : 401, Benison Complex,Opp Shiv Mahal Palace,Old Padra Road, Vadodara-
GJ 390007 IN
Phone : (+91)-7227025944/45
E-Mail : [email protected]
AND
HONDA MOTORCYCLE AND SCOOTER (I) PVT. LTD.

Address : Plot No. SPL-2(D), 2(E), 2(F), 2(G), Tapukara Industrial Area, Bhiwadi, Distt.
Alwar, Rajasthan - 301707 (India)
Phone :
E-Mail :
Any notices and other communications shall be deemed to have been validly given if delivered if it
is sent by recognized courier, five days after the date of posting and if transmitted by facsimile,
then on the next Business Day after the date of transmission.
12.3 Representations and Warranties

46
Each Party generally warrants and represents to the other as follows:
(a) Power: Such Party is a company duly organised and validly existing under their
respective jurisdictions with full corporate power, authority and capability to do all
acts contemplated herein and in the manner and on the terms and conditions stated,
and such Party has obtained all necessary consents and approvals therefore.
(b) No conflict: The execution, delivery, and performance of this Agreement and all acts
necessary or incidental thereto, and the consummation of this Agreement does not
and shall not constitute any of the following:
(i) Contravention of any provisions of any document relating to the incorporation

or constitution of such Party;
(ii)Breach of or default under (or an event which with notice and/or lapse of time
would constitute a breach of or default under), any contract or law
applicable to such Party; and
(iii) Violation of any law, rule, or regulation applicable to such Party, or any
order, decree or direction of any court, arbitral tribunal, or competent
judicial authority by which such Party may be bound.
Reasonableness: The Parties agree that having regard to the facts and matters
aforesaid, the covenants contained in this Agreement are reasonable and necessary
for the protection of the Parties, and the Parties respectively hereby agree that
having regard to such facts and matters, that such covenants do not work unfairly
on either Party and the consideration for all matters has been agreed after taking all
such restrictive covenants into account.
(c) SPD represents and warrants to the Consumer that the Project shall be constructed in a
manner as as to ensure compliance with SPD’s obligation hereunder and shall be
maintained and operated so as to ensure productions and supply of Contracted
Capacity to Consmer. Further, SPD undertakes to ensure that no new consumers
shall be added without the Consumer’s prior written approval and SPD shall ensure
that the actual power supplied to the Consumer is always in excess of 51% of the
power generated.
12.4 Successors and Assigns
In case Consumer or SPD undergoes any merger or amalgamation or re-organization or a

scheme of arrangement, in such an event and subject to the other Party’s prior written
consent, this Agreement shall be assigned to new entity (ies) and this Agreement shall be
binding mutatis mutandis upon the successor entity (ies) and shall continue to remain valid
with respect to the obligations of the successor entities.
12.5 Survival of Provisions
47
The terms and provisions of this Agreement which are, by their nature and content,
intended to survive the performance hereof by any or both Parties hereto shall so survive
the expiry and/or termination of this Agreement.
12.6 Rights and Remedies
All rights and remedies conferred under this Agreement or by law shall be cumulative and
may be exercised singularly or concurrently.
12.7 Entire Agreement
This Agreement supersedes all prior agreements, negotiations, understandings,

commitments, representations, (except fraudulent representations) and proposals (written
and oral) between the Parties, and the rights and obligations of Consumer and SPD with
respect to the subject matter of this Agreement shall henceforth be governed solely by the
provisions of this Agreement, as may be amended from time to time by a written agreement
signed by both the Parties.
12.8 Co-operation
The Parties shall provide each other with the fullest co-operation to best give effect
to the provisions of this Agreement. No Party shall, either directly or indirectly, act
or omit to act in a manner that would prevent or hinder giving effect to the
provisions of this Agreement in any manner.
12.9 Amendment
No modifications or amendments of this Agreement and no waiver of any of the terms or

conditions hereof, shall be valid or binding unless made in writing and duly executed by
both Parties.
12.10 Waiver
Any waiver of any of the provisions of this Agreement, or acquiescence of any breach, or
any continuing or subsequent breach of any provision of this Agreement shall, in any
instance shall only be effective if in writing and duly accepted by other Party and shall not
be deemed or construed to be a waiver of such provision or condition thereafter, or any
continuing or subsequent breach thereof.
12.11 Forbearance
No forbearance, indulgence, relaxation or inaction by any Party at any time to require the
performance of any provision of this Agreement shall in any way affect, diminish, or
prejudice the right of such Party to require the performance of that or any other provision
of this Agreement.
12.12 Severability
48
It is intended that each Paragraph, Article, Sub-Article, Schedule or Annexure of this
Agreement shall be deemed severable and in the event of the unenforceability of any
Paragraph, Article, Sub-Article, Schedule or Annexure, the remaining part of the
Paragraph, Article, Schedule, Annexure and the rest of the Agreement shall continue to be
in full force and effect.
12.13 Rights and remedies under the Agreement only for the Parties
This Agreement is not intended and shall not be construed to confer on any person other
than the Parties hereto, any rights and/or remedies herein.
12.14 Confidentiality
The Parties undertake to hold in confidence this Agreement and other Project Documents
and not to disclose the terms and conditions of the transaction contemplated hereby to third
parties, except:
(a) to their professional advisors;
(b) to their officers, contractors, employees, agents or representatives, financiers, who
need to have access to such information for the proper performance of their activities;
or
(c) disclosures required under Applicable Law.
without the prior written consent of the other Party.
12.15 Affirmation
The SPD and Consumer, each affirm that:
(i) neither it nor its respective directors, employees, or agents has paid or undertaken
to pay or shall in the future pay any unlawful commission, bribe, pay-off or kick-
back; and
(ii) it has not in any other manner paid any sums, whether in Indian currency or foreign
currency and whether in India or abroad to the other Party to procure this
Agreement, and the SPD and Consumer hereby undertake not to engage in any
similar acts during the Term of the Agreement.
12.16 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which collectively shall be deemed one and the same
instrument.
13.17 Language
49
The language of this Agreement and all written communication between the Parties relating
to this Agreement shall be in English.
13.18 Violation of the Terms
The Parties agree that each Party shall be entitled to an injunction, restraining order, right
for recovery, suit for specific performance or such other equitable relief as a court of
competent jurisdiction may deem necessary or appropriate to restrain any other Party from
committing any violation or enforce the performance of the covenants, representations,
warranties and obligations contained in this Agreement.
IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through
their duly authorized representatives as of the date and place set forth above.
For and on behalf of For and on behalf of

M/s. HONDA MOTORCYCLE & M/s. TECSO ENERGY ONE PRIVATE
SCOOTER INDIA PVT. LTD. LIMITED
Authorized Signatory Authorized Signatory
Mr. Mr. Kartikey Hariyani
Sign & Stamp: Sign & Stamp:
Date: Date:
Witness Sign: Witness Sign:
Name & Address: Name & Address:
50
ANNEXURE A: NAME AND DETAILS OF CONSUMER
Address of the Law under Contracte

Sr Name of the
Registered office which d Capacity Delivery Point
no. Consumer
of Consumer incorporate (MW)
Commercial Plot No. SPL-2(D), 2(E),
HONDA
Complex II, 2(F), 2(G),
MOTORC
Sector: 49-50 Tapukara Industrial Area,
YCLE & Companies 12MWac
1 Golf Course Bhiwadi,
SCOOTER Act, 1956 Solar
Extension Road, Distt. Alwar, Rajasthan -
INDIA
Gurgaon, Haryana 301707 (India)
PVT. LTD.
(122018) India
ANNEXURE B: PPA TARIFF CALCULATIONS
Sr. No Parameters UOM SPD
1 Energy Charges Rs/Kwh INR 3.75

2 Fixed Charges (-) Rs/Kwh
3 Wheeling Charges Rs/Kwh INR 0.01
4 Transmission Charges Rs/Kwh INR 0.41
5 Transmission Losses Rs/Kwh INR 0.13
6 Banking Rs/Kwh INR 0.38
7 Additional Surcharge Rs/Kwh INR 0.80
8 Electricity Duty Rs/Kwh INR 0.20
9 Water Cess Rs/Kwh INR 0.10
10 Urban Cess Rs/Kwh -
11 OA Scheduling Cost Rs/Kwh INR 0.02
12 Voltage Rebate (-) Rs/Kwh -
13 PF Incentive (-) Rs/Kwh -
14 Fuel Surcharge Rs/Kwh -
Total Landed Cost Rs/Kwh INR 5.80
Note:
Consider the Consumer’s Grid Rate is INR 7.84
Total Saving : INR 2.04 per kWh
ANNEXURE I
Year wise Estimated Generation and Assured Generation
Estimated Generation for

Year from COD Assured Generation
18 MWp Project
kWh/ Annum kWh/ Annum
Year 1 27,900,000 27,000,000
Year 2 27,704,700 26,811,000
Year 3 27,510,767 26,623,323
Year 4 27,318,192 26,436,960
Year 5 27,126,964 26,251,901
Year 6 26,937,076 26,068,138
Year 7 26,748,516 25,885,661
Year 8 26,561,276 25,704,461
Year 9 26,375,348 25,524,530
Year 10 26,190,720 25,345,858
 The Consumer shall have an option to consume an extra -------- units annually and the Seller
shall endeavor to provide the same on a best effort basis.
 At all times during the term of the Agreement, Seller shall guarantee an annual generation of
100 % of the Estimated Generation (“Assured Generation”)
 The above units are delivered at the Project’s interconnection point. Any losses for
transmission/ wheeling / banking will be reduced as per the extant regulations.
ANNEXURE II
Tariff Schedule
Period Base Tariff Schedule (Rs/kWh)
Year 1-25 For the first fifteen (15) years from the date of COD the
 The Tariff shall be Rs. 3.75 Base
Tariff is
for supply at
the 132 KV
level at the interconnection point of the Project before considering the open access charges for
wheeling of energy from the Project to the Consumer’s consumption point.
 Imposition of any charges/ losses /duties/ taxes/ surcharges/ cess, etc., by any name levied on
generation, transmission or consumption of solar power from the Project shall be borne by
Consumer on actual basis, over and above the base Tariff.
ANNEXURE III
Bank Account 1
1
This Bank Account shall be changed only upon request from Seller along-with a confirmation letter from
lenders.
IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through
their duly authorized representatives as of the date and place set forth above.
For and behalf of: For and behalf of:
TECSO ENERGY ONE PRIVATE LIMITED (as HONDA MOTORCYCLE & SCOOTER INDIA
Seller), PRIVATE LIMITED (as Consumer),
Through its authorised signatory: Through its authorised signatory:
Name: Mr. Kartikey Hariyani Name: __________________________________

Designation: Managing Director Designation: ________________________________
Signature: _________________________________ Signature: _________________________________

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Draft Power Purchase Agreement

A. The Consumer is is a leading manufacture of Motorcycle and scoters in India;

ARTICLE 1: DEFINITIONS AND INTERPRETATION.........................................................................3

ARTICLE 1: DEFINITIONS AND INTERPRETATION

"Appropriate shall mean the Central Electricity Regulatory Commission referred to in

“Banking Banking of energy at the drawl end within the S t a t e s h a l l b e p e r

“CERC” Shall mean the Central Electricity Regulatory Commission of India,

“Contracted Solar power tariff applicable to the Contracted Capacity at any

"Contracted shall mean 12MWAC (18MWDC) Solar Power to be supplied by SPD to

"Encumbrance" shall be construed as a reference to a mortgage, charge, pledge, lien

"Energy shall mean the regional energy accounts/state energy accounts as

"Force shall have the meaning ascribed thereto in Article 7 of this

“Forced Outage” It means an unplanned interruption of the generating capacity of any of

“Indebtedness” shall be construed so as to include any obligation (whether incurred as

“Indian shall mean the Government of India, Governments of state(s), where

“Invoice” or shall mean either a Monthly Invoice, Monthly Bill or a Supplementary

“Operating in relation to the Power Station, means the period of commencing of

“Person” shall be construed as a reference to any person, firm, company,

“RBI” Shall mean the Reserve Bank of India;

“Revised Means the Deferred Scheduled Delivery Date as detailed in Article

"SPD" Shall mean Tecso Energy Two Private Limited;

1.2.1 “Agreement" shall be construed as including a reference to its Schedules and/or

1.2.4 References to “Rupees” or “INR” are to the lawful currency of India.

1.2.5 The "winding-up", "dissolution", "insolvency", or "reorganization" of a company or

ARTICLE 2: TERM OF AGREEMENT

2.1 Effective Date

2.2 Term of Agreement

2.3 Early Termination

2.4 Extension of Term

ARTICLE 2A: CONDITIONS PRECEDENT

2A.3 Satisfaction of Conditions precedent

ARTICLE 2B: PRINCIPAL OBLIGATIONS OF THE PARTIES

2B.1.1 SPD’s Obligations

iii. to maintain required open acess arrangangements including the Discom/

iv. fulfilling obligations undertaken by it under this Agreement.

v. always be in compliance with Law applicable to it;

ix. make available to Consumer, suitable documents to demonstrate achievement of

(a) in accordance with the functional specifications in a professional manner,

xi. submit to Consumer a monthly progress report on construction, completion,

2B.1.2 Change of Time

2B.1.2.1 Extensions of time for delivery:

i) Force Majeure Events affecting the SPD as specified in Article 7 of this

2B.1.2.2 Pre-poning of Delivery:

2B.1.3 Consumer's Obligations

iii. to fulfill obligations undertaken by it under this Agreement.

2B.1.4 Payment of taxes

2B.1.5 Liquidated Damages for delay in commencement of supply of power to Consumer

2B.1.7 Limit on amounts payable due to default

2B.1.8 Third Party Verification

ARTICLE 3: OPEN ACCESS & TRANSMISSION

3.1 Open Access

3.1.4 Drawl to be made as per Banking Arrangement –

b. All the units injected shall be consumed in the same month;

c. No scheduling is required to be given to SLDC/other agency by the Consumer.

3.2 Charges for Open Access approvals and permits

3.4 Duty and Surcharge

4.2 Reporting of Metered Data and Parameters

4.3 Energy Accounting & Scheduling