Common use of Obligations of the Developer Clause in Contracts

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 (a) Subject to and on the terms and conditions of this Agreement, the Developer shall shall, at its own cost and expense; a) , procure finance for and undertake the designingdesign, constructingengineering, erectingprocurement, testingconstruct, commissioning development and completing Construction and Development of the Power Project in accordance with the Applicable Law Assets as applicable and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder;. (b) The Developer shall comply with all Applicable Laws and obtain applicable Consents, Clearances and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement Agreement. For the sake of clarity and maintaining all Applicable Permits avoidance of doubt, it is agreed between the Parties that the Developer shall be liable for any tax levied on it by any competent authority on the Construction and Development of the Project Assets and/or on the procurement of the materials and other services involved in full force the Construction and effect during Development of the Term of this Agreement;Project Assets. (c) commence supply of power up Subject to the Contracted Capacity to ESCOM no later than provisions of Articles 6.1(a) and 6.1(b), the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 (d) The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a(i) make, or cause to be made, necessary applications to the relevant government agencies Public Sector Entities with such particulars and details, details as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b(ii) procure, as required, the appropriate proprietary rights, licensesconsents, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c(iii) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d(iv) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's ’s obligations under this Agreement; and; e(v) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; (vi) support, cooperate with and facilitate the Client in the execution of the Project in accordance with the provisions of this Agreement; and (vii) handover possession of the Project Assets to the Client upon its completion as per the provisions of this Agreement or its earlier Termination, in accordance with the provisions thereof.

Obligations of the Developer. 5.1.1 5.1.1. Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM BESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 5.1.2. The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 5.1.3. The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cessescess, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of violate any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall shall, at its own cost and expense; a) , procure finance for and undertake the designingsurvey, constructinggeo-technical investigation, erectingdesign, testingengineering, commissioning procurement, construction, operation and completing maintenance of the Power Project in accordance with the Applicable Law as applicable and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder;. b) 5.1.2 The Developer shall comply with all Applicable Laws and obtain applicable Consents, Clearances and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement Agreement. For the sake of clarity and maintaining all Applicable Permits avoidance of doubt, it is agreed between the Parties that the Developer shall be liable for Goods and Sales Tax and any other tax levied on it by any competent authority on the construction and development of the Project and/or on the procurement of the materials and other services involved in full force and effect during the Term construction of this Agreement;the Project. c) commence supply of power up 5.1.3 Subject to the Contracted Capacity to ESCOM no later than provisions of Clauses 5.1.1 and 5.1.2, the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 5.1.4 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: (a) make, or cause to be made, necessary applications to the relevant government agencies Government Instrumentalities with such particulars and details, details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.3(d), and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; (c) perform and fulfill its obligations under the Financing Agreements; (d) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Sub-Contractors in connection with the performance of its obligations under this Agreement; d(e) ensure and procure that its Sub-Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Contractor’s Developer's ’s obligations under this Agreement; and; e(f) not do or omit to do any act, deed or thing which may in any manner be violative in violation of any of the provisions of this Agreement; (g) support, cooperate with and facilitate the SH&DB in the implementation and operation of the Project in accordance with the provisions of this Agreement; and (h) transfer and handover possession of the share of Residential Property to the SH&DB upon completion of its construction as per the provisions of this agreement or its earlier Termination, in accordance with the provisions thereof.

Obligations of the Developer. 5.1.1 Subject to and on Regardless of the terms and conditions of this Agreementother obligations assumed by the DEVELOPER in the APP, the Developer shall at its own cost latter is obliged to: 1. Negotiate and expense; a) procure finance for and undertake the designingobtain, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits well as to maintain in full force and effect effect, each and every authorizations, licenses, permits and analogous documents pursuant to the APPLICABLE LAWS required for the compliance of its obligations pursuant to this APP expressly established in EXHIBIT 16 of this APP. 2. Obtain the construction materials, as well as the equipment and materials necessary for the operation, conservation and maintenance of the SYSTEM, new and in compliance with the APPLICABLE LAWS and the quality standards established in the handbooks and protocols drafted by the DEVELOPER and attached hereto as EXHIBITS. 3. Refrain from assigning, mortgaging, transferring or encumbering in any way in favor of third parties, whether individuals or companies, the rights, assets and obligations arising from this APP and its Exhibits, without the previous and express written approval of CEA, except as expressly provided in this APP. 4. Execute, as sole responsible before CEA, the WORKS OF THE PROJECT pursuant to this APP and its Exhibits. 5. Subject itself to the safety provisions established in the workplace, in the terms requested in the CALL or established in its PROPOSAL, as well as the APPLICABLE LAWS in construction, safety and use of public roads matters in force at the date of the BASES OF THE PUBLIC BIDDING; any regulatory modifications on this regard, shall be governed pursuant to CLAUSE FORTY THIRD of this APP. 6. Answer for the damages and losses, direct and material, expressly excluding loss of profit and indirect damages (that is, loss of profit and/or income that a party might have obtained if the other party had duly and fully complied with its obligations, understanding as such, without limitation, the production, financial and hiring losses) or consequential damages, as well as those that are covered by the insurances hired by the DEVELOPER, that are caused to CEA or to third parties, as a result of the execution of the PROJECT WORKS or during the Term operation of the SYSTEM. The risks of the works until the moment of their delivery to CEA shall be in charge of the DEVELOPER, who shall hire the insurances mentioned in CLAUSE TWENTY SEVENTH of this Agreement;APP for such purposes. The liability of the DEVELOPER under this section may not exceed the amount of the hired insurances. c) commence supply 7. Repair or replace, at its expense, the equipment and facilities of power up to the Contracted Capacity to ESCOM no later than SYSTEM at the Scheduled Commissioning Date and continue the supply expiration of power their useful life throughout the term of the Agreement; dAPP; to answer for hidden defects for the operation, maintenance and replacement of its equipment, within the 12 (twelve) connect months following the Power Project switchyard with date of termination of this APP and reception of the Interconnection Facilities at SYSTEM by CEA, considering the Delivery Pointordinary wear and tear of the facilities and equipment. The liability mentioned in this section shall be covered by the DEVELOPER through the granting of the APP TERMINATION GUARANTEE. e) own 8. The DEVELOPER shall allow the Power Project throughout the Term of Agreement personnel previously appointed in writing by CEA and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed previously authorized by the Government Instrumentalities or competent statutory authority on landDEVELOPER at its entire discretion, equipment, material or works to have free access during all the OPERATION PERIOD to the facilities of the project SYSTEM, to or on carry out the electricity consumed by inspection and control of the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice monitoring and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws improvements in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit treatment process, pursuant to do any act, deed or thing which may in any manner be violative of any of the provisions of this AgreementAPP. 9. Design, construct and hydraulically operate the components of the SYSTEM established in sections II.2.1 and II.2.2 of Chapter II Technical Specifications referred to in APPENDIX 1: TERMS OF REFERENCE of the BASES OF THE PUBLIC BIDDING for purposes of the development of the PROJECT.

Obligations of the Developer. 5.1.1 Subject 5.1 The Developer covenants to observe and perform or cause to be observed and performed the obligations contained in the Schedules to this Agreement at the times and in the manner provided therein. 5.2 Without prejudice to any other remedy available to the Council, the Developer covenants that no part of the Development shall be Implemented or Occupied (as appropriate) unless and until the obligations contained within the Schedules to this Agreement that are required to be fulfilled before Implementation or Occupation have been complied with. 5.3 The Developer shall contact the S.106 and CIL Team at the Council to arrange payment of the Administration Cost and the Site and Development Contributions. 5.4 The Developer covenants:- 5.4.1 not to permit the Implementation of the Development by any Tenant or any other third party and not to vary any existing demise, legal or equitable interests of any Tenant such as to incorporate the whole or part of the Development to be constructed on Site pursuant to the terms and conditions Planning Permission, save that the Tenant(s) shall not be prevented from obtaining a new freehold or leasehold interest in the Development or any part of it to be constructed; 5.4.2 unless otherwise agreed with the Council not to Implement the Development without first having procured the surrender of or served any necessary notices to terminate any extant legal or equitable interests of any Tenant with an interest in the Site; 5.4.3 not to revoke or withdraw any notices served upon any Tenant pursuant to clause 5.4.2 unless otherwise agreed by the Council in writing having regard to the enforceability of the obligations in this Agreement; 5.4.4 in the event that having used reasonable endeavours the Developer cannot comply with clause 5.4.2 above, unless otherwise agreed with the Council in writing, the Developer shall at its own cost not Implement the Development thereof unless it has procured that each and expense; aevery Tenant with an extant demise, legal or equitable interest in land within the Site enters into an agreement (mutatis mutandis) procure finance as this Agreement for and undertake the designing, constructing, erecting, testing, commissioning and completing purpose of further securing that the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement are binding and enforceable against each and every Tenant with an extant demise, legal or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) equitable interest in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery PointSite or any part thereof. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. h) be responsible for disposal of electronic waste (like panels, invertors, electronic components etc.) as per the prevailing Applicable Laws. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 4.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall shall, at its own cost and expense; a) , procure finance for and undertake the designingdesign, constructingengineering, erectingprocurement, testingconstruction, commissioning operation and completing maintenance of the Power Project in accordance with the Applicable Law Rail System and Grid Code observe, fulfillfulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder;. b) 4.1.2 The Developer shall comply with all Applicable Laws and obtain applicable Consents, Clearances and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement;. c) commence supply of power up 4.1.3 Subject to the Contracted Capacity to ESCOM no later than provisions of Clauses 4.1.1 and 4.1.2, the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 4.1.4 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: (a) acquire the land required for the Rail System (“Site”) either through purchase or through long term lease; (b) make, or cause to be made, necessary applications to the relevant government agencies Government Instrumentalities with such particulars and details, details as may be required for obtaining Applicable Permits Permits, and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b(c) procure, as required, the appropriate proprietary rights, licenseslicences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power ProjectRail System; c(d) perform and fulfil its obligations under the Financing Agreements; (e) appoint the Independent Engineer and pay the remuneration, cost and expenses of the Independent Engineer in accordance with the provisions of this Agreement; (f) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d(g) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's Developer‟s obligations under this Agreement; and; e(h) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; (i) procure and ensure that all facilities and amenities within the Rail System are maintained in accordance with Good Industry Practice and the Users have non-discriminatory access for use of the same; (j) provide assistance and support to MOR, as may be necessary and required for the provision of Reserved Services at the Rail System in accordance with the provisions of this Agreement; and (k) support, cooperate with and facilitate MOR in the implementation and operation of the Project in accordance with the provisions of this Agreement. (l) pay the Directional and General (D&G) charges to the Zonal Railways for a sum of ***6.

Obligations of the Developer. 5.1.1 ‌ 5.1.1. Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure Procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply Comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence Commence supply of power & storage up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect Connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own Own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be Be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 5.1.2. The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 5.1.3. The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense;expense:-- a) procure finance for and undertake the designing, constructing, erecting, testing, testing and commissioning and completing of the Power Project Pumped Hydro Storage based Energy Storage System (PHESS) in accordance with the Applicable Law and Law(s) & Grid Code and observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) including CTU/ STU(Maharashtra) connectivity in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this AgreementAgreement and compliance with all applicable guidelines from State/Central Authorities; c) commence supply obtain requisite ISTS/InSTS connectivity for evacuation of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power maintaining it throughout the term of the Agreement upto Interconnection/Delivery Point; d) make available the Contracted Capacity at Delivery point to Procurer not later than the Scheduled Commercial Operations Date (SCOD) and continue providing the Contracted Capacity throughout the term of this Agreement; de) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Interconnection Point /Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply directly coordinate and deal with the equity lock-corresponding Load Dispatch Centers, and other authorities in conditions set out all respects in Clause 5.2; and g) be responsible for all payments related regard to any taxesdeclaration of availability, cessesscheduling and dispatch of power and due compliance with deviation and settlement mechanism and the applicable Grid Code, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable LawsState & Central Regulations; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall DEVELOPER shall, at its own cost and expense; a) , procure finance for and undertake the designingsurvey, constructinggeo-technical investigation, erectingdesign, testingengineering, commissioning procurement, construction, operation and completing maintenance of the Power Project in accordance with the Applicable Law as applicable and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder;. b) 5.1.2 The DEVELOPER shall comply with all Applicable Laws and obtain applicable Consents, Clearances and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement Agreement. For the sake of clarity and maintaining all Applicable Permits avoidance of doubt, it is agreed between the Parties that the DEVELOPER shall be liable for Goods and Service Tax and any other tax levied on it by any competent authority on the construction of the Project and/or on the procurement of the materials and other services involved in full force and effect during the Term construction of this Agreement;the Project. c) commence supply of power up 5.1.3 Subject to the Contracted Capacity to ESCOM no later than provisions of Clauses 5.1.1 and 5.1.2, the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer DEVELOPER shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 5.1.4 The Developer DEVELOPER shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: (a) make, or cause to be made, necessary applications to the relevant government agencies Government Instrumentalities with such particulars and details, details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.3(d), and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; (c) perform and fulfill its obligations under the Financing Arrangements. (d) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d(e) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's DEVELOPER’s obligations under this Agreement; and; e(f) not do or omit to do any act, deed or thing which may in any manner be violative in violation of any of the provisions of this Agreement; (g) support, cooperate with and facilitate the SH&DB in the implementation and operation of the Project in accordance with the provisions of this Agreement; and (h) transfer and handover possession of the Residential Property to the SH&DB upon completion of its construction as per the provisions of this agreement or its earlier termination, in accordance with the provisions thereof.

Obligations of the Developer. 5.1.1 Subject Without prejudice to the any other clause in this agreement and in addition to any of its other obligations under this Agreement, during the Construction Phase, the Developer shall: a) arrange for, in a timely manner all necessary financial and other resources required for construction and installation of the Project Facilities and Services. b) engage professionally competent Persons for project management and construction and ensure that all works are carried out in compliance with the Construction Standards; c) give written notice to the Authority within 7 (seven) Days of any material modification or change to any of the Financing Documents and/or any Equity Documents and shall simultaneously therewith also furnish copies of such modified/ amended documents to the Authority. Provided no such modification/amendment will be made if it in any manner whatsoever has the effect of imposing an additional financial obligation or increasing the financial obligation of the Authority in addition to that contemplated under the Financing Documents provided on Financial Close, without the terms prior written consent of the Concessioning Authority. For avoidance of doubt any such modifications/amendments made without the prior written consent of the Authority will not be enforceable against the Authority; d) obtain Applicable Permits, comply with Applicable Laws and conditions Applicable Permits and give priority to safety in its construction and planning activities in order to protect life, health, property and environment; e) provide to the representative(s) of the Authority, at reasonable times and upon prior intimation, access to the Project Site to review progress in construction and to ascertain compliance with any of the requirements of this Agreement. Provided that non-inspection by the Authority of any works shall not, in relation to such works, (i) amount to any consent or approval by the Authority nor shall the same be deemed to be waiver of any of the rights of the Authority under this Agreement; and (ii) release or discharge the Developer shall from its obligations or liabilities under this Agreement in respect of such work; f) provide monthly reports on the progress of Construction Works or such other relevant information as may be required by the Independent Engineer; g) promptly carry out at its own cost such further works as may be necessary to remove any defects or deficiencies observed by the Independent Engineer and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing ensure timely completion of construction of the Power Project / the Project Facilities and Services in all respects in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance provisions of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and eh) not do or omit to do any act, deed or thing which may in any manner be violative of any ensure safe and timely construction and completion of the provisions Project/Project Facilities and Services, the Developer may, at its cost, interrupt and divert/create barriers on the flow of this Agreementwater or on the road or port traffic, adjacent to the Project Site if such interruption and diversion is imperative for the efficient progress of Construction Works and conforms to Good Industry Practice; provided that such interruption and diversion shall be undertaken by the Developer only with the prior written approval of the Independent Engineer which approval shall not be unreasonably withheld. For the avoidance of doubt, it is agreed that the Developer shall at all times be responsible for ensuring safe operation of Construction Works and shall remove the interruption or diversion within the period specified by the Independent Engineer.

Obligations of the Developer. 5.1.1 5.1.1. Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense; a) procure finance for and undertake the designing, constructing, erecting, testing, commissioning and completing of the Power Project in accordance with the Applicable Law and Grid Code observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder; b) comply with all Applicable Laws and obtain applicable Consents, Clearances and Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement; c) commence supply of power up to the Contracted Capacity to ESCOM no later than the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 5.1.2. The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 5.1.3. The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: a) make, or cause to be made, necessary applications to the relevant government agencies with such particulars and details, as may be required for obtaining Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power Project; c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's obligations under this Agreement; and e) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement.

Obligations of the Developer. 5.1.1 4.1.1 Subject to and on the terms and conditions of this Agreement, the Developer shall shall, at its own cost and expense; a) , procure finance for and undertake the designingdesign, constructingengineering, erectingprocurement, testingconstruction, commissioning operation and completing maintenance of the Power Project in accordance with the Applicable Law Rail System and Grid Code observe, fulfillfulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder;. b) 4.1.2 The Developer shall comply with all Applicable Laws and obtain applicable Consents, Clearances and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement and maintaining all Applicable Permits in full force and effect during the Term of this Agreement;. c) commence supply of power up 4.1.3 Subject to the Contracted Capacity to ESCOM no later than provisions of Clauses 4.1.1 and 4.1.2, the Scheduled Commissioning Date and continue the supply of power throughout the term of the Agreement; d) connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point. e) own the Power Project throughout the Term of Agreement and keep it free and clear of encumbrances, except those expressly permitted under Article 19; f) Comply with the equity lock-in conditions set out in Clause 5.2; and g) be responsible for all payments related to any taxes, cesses, duties or levies imposed by the Government Instrumentalities or competent statutory authority on land, equipment, material or works of the project to or on the electricity consumed by the Project or by itself or on the income or assets owned by it. 5.1.2 The Developer shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. 5.1.3 4.1.4 The Developer shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: (a) acquire the land required for the Rail System (“Site”); (b) make, or cause to be made, necessary applications to the relevant government agencies Government Instrumentalities with such particulars and details, details as may be required for obtaining Applicable Permits Permits, and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; b(c) procure, as required, the appropriate proprietary rights, licenseslicences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Power ProjectRail System; c(d) perform and fulfil its obligations under the Financing Agreements; (e) appoint the Independent Engineer and pay the remuneration, cost and expenses of the Independent Engineer in accordance with the provisions of this Agreement; (f) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; d(g) ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Developer's Developer‟s obligations under this Agreement; and; e(h) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; (i) procure and ensure that all facilities and amenities within the Rail System are maintained in accordance with Good Industry Practice and the Users have non-discriminatory access for use of the same; (j) provide assistance and support to MOR, as may be necessary and required for the provision of Reserved Services at the Rail System in accordance with the provisions of this Agreement; and (k) support, cooperate with and facilitate MOR in the implementation and operation of the Project in accordance with the provisions of this Agreement.