Common use of Appointment of the Engineer Clause in Contracts

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises recognize that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, modify opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc etc. of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Regulator at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy ‌ (270a) Within thirty (30) Days prior from the date of execution of this Agreement, the Seller shall notify in writing to the then-prevailing Scheduled Commercial Operations Date, Purchaser of the person proposed to be appointed as the Engineer shall have been competitively recruited by the Seller, with the for approval of the Purchaser. If the Purchaser: (a) does not respond within fourteen (14) days thereof, the Purchaser’s approval shall be deemed to have been granted and the Seller shall appoint the proposed person as the Engineer; or (b) objects to the proposed person (provided that such objection is conveyed to the Seller in writing within fourteen (14) days of the Seller’s notice) then the Seller shall give a second notice to the Purchaser specifying the names of two additional persons for appointment of one of them as the Engineer. The Purchaser shall not have the right to object to the names proposed in the second notice, provided that if the Purchaser does not respond within fourteen (14) days from the date of the second notice then the Purchaser’s approval shall be deemed to have been given and the Seller shall by such date appoint either one of the two proposed persons as the Engineer. The Engineershall be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in accordance with this Agreement and in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for Seller shall keep the Engineer shall engaged and available so long as may be jointly developed by the Seller necessary, and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 (b) The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement Agreement, and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration remuneration, to which the Engineer is entitled under his terms and conditions of appointment appointment, shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days 270)Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises recognize that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of the Contract. The selection and appointment of an Independent Engineer in accordance with this Section Clause shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, modify opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Regulator at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. .. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Authority at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises recognize that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Regulator at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises recognize that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Authority at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited by the Seller, with the approval of the Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller and to the Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller shall not replace any Person appointed as the Engineer without the prior written consent of the Purchaser. 6.5.2 The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the Seller. 6.5.3 The Seller and the Purchaser duly recognises recognize that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not later than thirty (30) Days after the Effective Date of Contract. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller in the feasibility studies, EPC Contract or tariff petition submitted to the Authority (as the case may be) and such identified Re-Openers are thereafter determined or approved by the Authority. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Purchaser within seven (7) Days following the end of month to which the Re- Opener Report relates. The Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Purchaser or the Seller/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, modify opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to tariff review guidelines issued by the AUTHORITY Regulator at Commercial Operations Date. 6.5.5 For avoidance of doubt any dispute between the Seller and the Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.

Appointment of the Engineer. 6.5.1 (a) Not later than two hundred and seventy (270) Days prior to the then-prevailing Scheduled Commercial Operations Date, the Engineer shall have been competitively recruited appointed by the SellerCompany, with the approval of the Power Purchaser, (and shall by such date be available to perform the duties of the Engineer provided herein and shall thereafter keep appointed and available for as long as may be necessary to discharge the duties of the Engineer under this Agreement) to carry out the duties of the Engineer specified in this Agreement in accordance with the highest professional standards and duty of care, both to the Seller Company and to the Power Purchaser. The Terms of Reference for the Engineer shall be jointly developed by the Seller and Purchaser prior recruitment process. The Seller Company shall not replace any Person appointed as the Engineer without the prior written consent of the Power Purchaser. 6.5.2 (b) The terms and conditions of appointment of the Engineer shall oblige the Engineer to act independently and impartially, on the basis of his expertise, experience and knowledge in relation to all matters referred to him pursuant to this Agreement and in carrying out his other duties ascribed to him under this Agreement. The costs and remuneration to which the Engineer is entitled under his terms and conditions of appointment shall be borne by the SellerCompany. 6.5.3 (c) The Seller Company and the Power Purchaser duly recognises recognizes that the circumstances existing at the time of tender are not likely to remain the same till the start of construction. Therefore, an independent engineer is required to, authorize variations, deliver opinions or certifications, carry out estimations or valuations and, order payments. Prior to the Effective Date of the EPC Contract, the Purchaser shall employ the consultants/independent engineer of experience and international repute. The Purchaser shall notify the Seller on the employment of the Independent Engineer in not Not later than thirty (30) days following the Construction Start, the Company shall nominate three (3) independent engineering / cost firms or consultants of international repute and notify the names of such firms or consultants to the Power Purchaser. The Power Purchaser shall review and evaluate the financial and technical particulars of the nominated firms or consultants in the required area of specialization. Within ten (10) Days after of receipt by the Effective Date Power Purchaser of Contractthe notice, the Power Purchaser shall either (a) select one of such firms or consultants to be the independent engineering / cost firm or consultant (the “Independent Engineer”) or, (b) object, if in its reasonable and professional judgment, the nominated firms do not fulfill the criteria (as pre-determined in consultation with the Company). In such an event, the Power Purchaser shall have the right to appoint the Independent Engineer in consultation with the Company provided however that if the Power Purchaser has not notified the Company of its selection or objection within ten (10) Day period, the Company shall within five (5) Days following the end of such period appoint one of such three firms or consultants to be the Independent Engineer. The selection and appointment of an Independent Engineer in accordance with this Section shall be binding on the Parties. The cost of engaging the Independent Engineer during the term of appointment shall be borne by the Purchaser. 6.5.4 Company. The terms of reference of the Engineer shall include but not limited to monitor and evaluate the re-openers pertaining to any cost variations due to geological conditions limited to the tunnel area, cost escalations in the civil works associated with construction, and re-settlement costs (the “Re-Openers”) which have been identified by the Seller Company in the feasibility studies, EPC Contract or tariff petition submitted to the Authority NEPRA (as the case may be) and such identified Re-Openers are thereafter determined or approved by the AuthorityNEPRA. The Independent Engineer shall, amongst others, be required to prepare monthly reports up to the Commissioning Tests (the “Re-Opener Reports”) in accordance with terms of reference including an assessment or valuation or payment (provisional or final) of any reasonable and prudently incurred costs by the Seller Company for such Re-Openers. The Re-Opener Reports shall be in a form acceptable to the Power Purchaser and include all necessary details along with supporting documents. The Independent Engineer shall deliver the Re-Opener Reports in the prescribed format to the Power Purchaser within seven (7) Days days following the end of month to which the Re- Opener Report relates. The Power Purchaser shall then review the Re-Opener Report within fourteen (14) days from the date of submission and may seek additional information thereto. After submission of any additional information required by the Power Purchaser or in case no further information is required the Re-Opener Report shall be considered to be final. Provided however, in case the Power Purchaser or the SellerCompany/EPC Contractor disagrees with the valuation, payment, opinion, or certification of the Independent Engineer in relation to the Re-Openers, the Parties shall have the right to request re- determination by the Independent Engineer. The Independent Engineer shall then determine the whole or part of total claim in consultation with the parties and is entitled to review or modify, opinion, certification, valuation, or payment. Such re-determination of Independent Engineer shall be final and binding on the Parties. Provided further, any opinion, certification, valuation, payment orders etc of Independent Engineer is subject to review proceedings of tariff review guidelines issued by the AUTHORITY NEPRA at Commercial Operations Date. 6.5.5 . For avoidance of doubt any dispute between the Seller Company and the Power Purchaser on the contents of the Re-Opener Report submitted by the Independent Engineer shall not constitute Dispute as such term bears the meaning attributable hereto under the Agreement. At the end of construction period the Independent Engineer would be required to submit a certificate indicating readiness of the Complex for Commissioning Tests.