Common use of Undertaking Clause in Contracts

Undertaking. 6.1 The WtE Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer or on the income or assets of the WtE Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close within 6 (six) months from the date of signing of Concession Agreement as defined in Article 22 of Concession Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPA. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery in the plant. (xi) The WtE Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits with DISCOM as indicated below: (1) Such proceeds shall be shared between WtE Developer and DISCOM in the following manner, namely. a) 100% of the gross proceeds to be retained by the WtE Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.

Undertaking. 6.1 The WtE Developer solar power developer shall be responsible: (i) for proper maintenance of the Project in accordance with the established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/TSTRANSCO or DISCOM officialspersonnel. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies or any statutory obligation imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer solar power developer or on the income or assets of the WtE Developersolar power developer. (v) for obtaining necessary approvals, permits or licenses licences for operation of the Project and sale of energy to DISCOM there from under the provision provisions of the relevant lawslaws or rules. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer solar power developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per under the rules & regulations in force as applicable from time to time in the State of APTelangana. (vii) for achieving Financial Close In case the solar power developer that is bidder, such solar power developer shall achieve financial closure within 6 six (six6) months from the effective date of signing the Agreement and shall submit a copy of Concession Agreement as defined in Article 22 the financing agreements to the DISCOM within six (6) months form the effective date of Concession Agreementthe agreement. (viii) for achieving the Commercial Operation Date of the Project within 12 months / 15 months (insert as applicable as per the Project Milestones as per Clause 15.1 provisions of Concession Agreement and Clause 3.9 the RFS) from effective date of this PPAthe Agreement. (ix) for seeking approval of APTRANSCO and TSTRANSCO or DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery or modules in the plant. (xi) The WtE Developer shall for not to dismantle and take away any Project machinery and Interconnection Facilities during the Term term of the Agreementthis agreement. (xii) The SPD has to hand over to the licensee concerned, the facilities provided at interconnection point at a depreciated value as approved by the Commission in case the agreement is not extended or the project is shut, Provided however the SPD may retain the lines from the project to the interconnection point. (xiii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with the DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time to the extent indicated below: (1) Such : The proceeds of carbon credit from the approved CDM Project shall be shared between WtE the Solar Power Developer and the DISCOM in the following manner, namely., a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Developer solar power developer in the first year after the date of commercial operation of the generating station.; b) In the second yearyear after COD, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.year

Undertaking. 6.1 The WtE Solar Power Developer shall be responsible: (i) for proper maintenance of the Project in accordance with the established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/TSTRANSCO or DISCOM officialspersonnel. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies or any statutory obligation imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Solar Power Developer or on the income or assets of the WtE Solar Power Developer. (v) for obtaining necessary approvals, permits or licenses licences for operation of the Project and sale of energy to DISCOM there from under the provision provisions of the relevant lawslaws or rules. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Solar Power Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per under the rules & regulations in force as applicable from time to time in the State of APTelangana. (vii) the solar power developer shall achieve financial closure within 180 days from the date of signing of Agreement. (viii) for achieving Financial Close the Commercial Operation Date within 6 (six) 12 months from the date of signing of Concession Agreement as defined in Article 22 of Concession the Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPA. (ix) for seeking approval of APTRANSCO and TSTRANSCO or DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery or modules in the plant. (xi) The WtE Developer shall for not to dismantle and take away any Project machinery and Interconnection Facilities during the Term of the this Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with the DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time to the extent indicated below: (1) Such : The proceeds of carbon credit from the approved CDM Project shall be shared between WtE the Solar Power Developer and the DISCOM in the following manner, namely., a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Solar Power Developer in the first year after the date of commercial operation of the generating station.; b) In the second yearyear after COD, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM▇. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.

Undertaking. 6.1 The WtE Solar Power Developer shall be responsible: (i) for proper maintenance of the Project in accordance with the established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/TSTRANSCO or DISCOM officialspersonnel. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies or any statutory obligation imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Solar Power Developer or on the income or assets of the WtE Solar Power Developer. (v) for obtaining necessary approvals, permits or licenses licences for operation of the Project and sale of energy to DISCOM there from under the provision provisions of the relevant lawslaws or rules. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Solar Power Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per under the rules & regulations in force as applicable from time to time in the State of APTelangana. (vii) the solar power developer shall achieve financial closure within 180 days from the date of signing of Agreement. (viii) for achieving Financial Close the Commercial Operation Date within 6 (six) 12 months/15 months from the date of signing of Concession Agreement as defined in Article 22 of Concession the Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPA. (ix) for seeking approval of APTRANSCO and TSTRANSCO or DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery or modules in the plant. (xi) The WtE Developer shall for not to dismantle and take away any Project machinery and Interconnection Facilities during the Term of the this Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with the DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time to the extent indicated below: (1) Such : The proceeds of carbon credit from the approved CDM Project shall be shared between WtE the Solar Power Developer and the DISCOM in the following manner, namely., a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Solar Power Developer in the first year after the date of commercial operation of the generating station.; b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Solar Power Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.

Undertaking. 6.1 The WtE Solar Power Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Solar Power Developer or on the income or assets of the WtE Solar Power Developer. (v) for obtaining necessary approvals, permits or licenses licences for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Solar Power Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close the solar power developer shall achieve financial closure within 6 (six) months 210 days from the date of signing of Concession Agreement as defined in Article 22 of Concession AgreementPPA. (viii) for achieving Commercial Operation Date within 12 months from the date of signing of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPAAgreement. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery machinery/modules in the plant. (xi) The WtE Solar Power Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time, as indicated below: (1) Such The proceeds of carbon credit from approved CDM Project shall be shared between WtE Solar Power Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Solar Power Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.;

Undertaking. 6.1 The WtE Solar Power Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Solar Power Developer or on the income or assets of the WtE Solar Power Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Solar Power Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close Closure within 6 (six) months 210 days from the date of signing of Concession Agreement as defined in Article 22 of Concession AgreementPPA. (viii) for achieving Commercial Operation Date of within the Project timelines stipulated for Scheduled COD as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPAAgreement. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery machinery/modules in the plant. (xi) The WtE Solar Power Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time, as indicated below: (1) Such The proceeds of carbon credit from approved CDM Project shall be shared between WtE Solar Power Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Solar Power Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.;

Undertaking. 6.1 The WtE Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer or on the income or assets of the WtE Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close within 6 (six) months from the date of signing of Concession Agreement as defined in Article 22 of Concession Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 3.10 of this PPA. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery in the plant. (xi) The WtE Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits with DISCOM as indicated below: (1) Such proceeds shall be shared between WtE Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds to be retained by the WtE Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.;

Undertaking. 6.1 The WtE Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer or on the income or assets of the WtE Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close within 6 (six) months from the date of signing of Concession Agreement as defined in Article 22 of Concession Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPA. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery in the plant. (xi) The WtE Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits with DISCOM as indicated below: (1) Such proceeds shall be shared between WtE Developer and DISCOM in the following manner, namely. a) 100% of the gross proceeds to be retained by the WtE Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement. (xv) Satisfaction of conditions subsequent by the WtE Developer (1) For obtaining all Consents, Clearances and Permits required for supply of power to DISCOM as per the terms of this Agreement; (2) For making project financing agreements and completing financial close and shall provide necessary documents to DISCOM in this regard; (3) For making adequate arrangements to connect the Power Project switchyard with the Interconnection Facilities at the Delivery Point; (4) For producing the documentary evidence of the clear title and possession of the acquired land in the name of WtE Developer. In this regard the WtE Developer shall be required to furnish the following documentary evidences – a. Ownership or lease hold rights (for at least 25 years) in the name of the WtE Developer and possession of 100% of the area of land required for the Project. b. Certificate by the concerned and competent revenue/registration authority for the acquisition/ownership/vesting of the land in the name of the WtE Developer. c. Sworn affidavit from the Authorized person of the WtE Developer listing the details of the land and certifying total land required for the Project under clear possession of the WtE Developer. d. A certified English translation from an approved translator in case above land documents are in languages other than English and Hindi. 6.2 The DISCOM agrees: (i) To make all reasonable efforts for making arrangements for evacuation of power from the Project to be completed prior to COD of the Project subject to Article 3. (ii) For purchase of Delivered Energy from the Project as per Article 2. (iii) To co-ordinate with APTRANSCO/DISCOM and guide the WtE Developer in obtaining approval for the interconnection facilities for synchronization, commercial operation, regular operation etc., as required by the WtE Developer. 6.3 WtE Developer shall take insurance for the project assets against losses due to natural calamities, fire, riot and strike for replacement value. 6.4 Consequences of non-fulfillment of conditions subsequent specified in Clause 6.1 (i) In case of a failure to submit the documents as above, DISCOM shall have the right to terminate this Agreement by giving a Termination Notice to the WtE Developer in writing of at least seven (7) days with intimation to the Participating ULBs. The termination of the Agreement shall take effect upon the expiry of the 7th day of the Notice. (ii) For the avoidance of doubt, it is clarified that this Article shall survive the termination of this Agreement. (iii) In case of inability of the WtE Developer to fulfill any one or more of the conditions specified in Article 6.1 (xv) due to any Force Majeure event, the time period for fulfillment of the conditions subsequent as mentioned in Article 6.1 (xv), shall be extended for the period of such Force Majeure event. (iv) Provided that due to the provisions of this Article 6.5, any increase in the time period for completion of conditions subsequent mentioned under Article 6.1 (xv), shall also lead to an equal extension in the Scheduled Commercial Operation Date. 6.5 WtE Developer shall not encumber, assign or mortgage project assets except for getting finance for execution of the project. However the developer can transfer, sell, assign or mortgage the project assets in line with the provisions of Article 10.1.1 (i) (b).

Undertaking. 6.1 The WtE Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer or on the income or assets of the WtE Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close within 6 (six) months 150 days from the date of signing of Concession Agreement as defined in Article 22 of Concession Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 3.10 of this PPA. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery in the plant. (xi) The WtE Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits with DISCOM as indicated below: (1) Such proceeds shall be shared between WtE Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds to be retained by the WtE Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.;

Undertaking. 6.1 The WtE Developer solar power developer shall be responsible: (i) for proper maintenance of the Project in accordance with the established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/TSTRANSCO or DISCOM officialspersonnel. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies or any statutory obligation imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer solar power developer or on the income or assets of the WtE Developersolar power developer. (v) for obtaining necessary approvals, permits or licenses licences for operation of the Project and sale of energy to DISCOM there from under the provision provisions of the relevant lawslaws or rules. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer solar power developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per under the rules & regulations in force as applicable from time to time in the State of APTelangana. (vii) for achieving Financial Close In case the solar power developer that is bidder, such solar power developer shall achieve financial closure within 6 six (six6) months from the effective date of signing the Agreement and shall submit a copy of Concession Agreement as defined in Article 22 the financing agreements to the DISCOM within six (6) months form the effective date of Concession Agreementthe agreement. (viii) for achieving the Commercial Operation Date of the Project within 12 months / 15 months (insert as applicable as per the Project Milestones as per Clause 15.1 provisions of Concession Agreement and Clause 3.9 the RFS) from effective date of this PPAthe Agreement. (ix) for seeking approval of APTRANSCO and TSTRANSCO or DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery or modules in the plant. (xi) The WtE Developer shall for not to dismantle and take away any Project machinery and Interconnection Facilities during the Term term of the Agreementthis agreement. (xii) The SPD has to hand over to the licensee concerned, the facilities provided at interconnection point at a depreciated value as approved by the Commission in case the agreement is not extended or the project is shut, Provided however the SPD may retain the lines from the project to the interconnection point. (xiii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with the DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time to the extent indicated below: (1) Such : The proceeds of carbon credit from the approved CDM Project shall be shared between WtE the Solar Power Developer and the DISCOM in the following manner, namely., a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Developer solar power developer in the first year after the date of commercial operation of the generating station.; b) In the second yearyear after COD, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.i.

Undertaking. 6.1 The WtE Mini Hydel Project Developer shall be responsible: (i) for For proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for For operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Inter-connection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to To furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for For making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Mini Hydel Project Developer or on the income or assets of the WtE Mini Hydel Project Developer. (v) for For obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to To comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Mini Hydel Project Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for For achieving Financial Close Closure within 6 (six) months 180 days from the date of signing of Concession Agreement as defined in Article 22 of Concession AgreementPPA. (viii) for For achieving Commercial Operation Date of within the Project timelines stipulated for Scheduled COD as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 of this PPAAgreement. (ix) for For seeking approval of APTRANSCO and DISCOM in respect of Interconnection Inter-connection Facilities with grid substation and synchronization of the Project generating Units with grid. (x) to To install new machinery in the plant. (xi) The WtE Mini Hydel Project Developer shall not dismantle and take away Project machinery and Interconnection Inter-connection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits benefit with DISCOM as provided in CERC (Terms and Conditions for the Tariff determination from Renewable Energy Sources) Regulations, 2012, and as amended from time to time, as indicated below: (1) Such The proceeds of carbon credit from approved CDM Project shall be shared between WtE Mini Hydel Project Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds on account of CDM benefit to be retained by the WtE Mini Hydel Project Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.Project;

Undertaking. 6.1 The WtE Developer shall be responsible: (i) for proper maintenance of the Project in accordance with established Prudent Utility Practices. (ii) for operation, maintenance, overhaul of the plant, equipment, works, switch yard and transmission lines and equipment up to the Interconnection Point of the Project in coordination with the APTRANSCO/DISCOM officials. (iii) to furnish the generation and maintenance schedules every year, during peak and non- non-peak season. (iv) for making all payments on account of any taxes, cess, duties or levies imposed by any government or competent statutory authority on the land, equipment, material or works of the Project or on the energy generated or consumed by the Project or the WtE Developer or on the income or assets of the WtE Developer. (v) for obtaining necessary approvals, permits or licenses for operation of the Project and sale of energy to DISCOM there from under the provision of the relevant laws. (vi) to comply with the provisions of the Grid Code. Notwithstanding any provision in this Agreement, the WtE Developer shall comply with the state Grid Code, dispatch practices, performance standard, protection & safety as required as per the rules & regulations in force as applicable from time to time in the State of AP. (vii) for achieving Financial Close within 6 8 (sixeight) months from the date of signing of Concession Agreement as defined in Article 22 of Concession Agreement (viii) for achieving Commercial Operation Date of the Project as per the Project Milestones as per Clause 15.1 of Concession Agreement and Clause 3.9 3.10 of this PPA. (ix) for seeking approval of APTRANSCO and DISCOM in respect of Interconnection Facilities with grid substation and synchronization of the Project with grid. (x) to install new machinery in the plant. (xi) The WtE Developer shall not dismantle and take away Project machinery and Interconnection Facilities during the Term of the Agreement. (xii) To share Clean Development Mechanism (“CDM”) or any other financial benefits with DISCOM as indicated below: (1) Such proceeds shall be shared between WtE Developer and DISCOM in the following manner, namely. namely a) 100% of the gross proceeds to be retained by the WtE Developer in the first year after the date of commercial operation of the generating station. b) In the second year, the share of the DISCOM shall be 10% which shall be progressively increased by 10% every year till it reaches 50%, where after the proceeds shall be shared in equal proportion, by the WtE Developer and the DISCOM. c) Any one-time proceeds shall be shared equally between WtE Developer and DISCOM. (xiii) The WtE Developer shall abide by the minimum equity requirements as follows. (1) After execution of PPA, the percentage of controlling shareholding of the Bidding Company or Lead Member in the Project Company setting up the Project shall be maintained for a period of five (5) years after COD. Thereafter, any change can be undertaken under intimation to the DISCOM and Lead ULB. (2) Lead Member in the Consortium shall have the Controlling Shareholding in the Company having more than 51% of voting rights in the Company. (xiv) Any other obligation related to ownership imposed on the WtE Developer as per the provisions of the RFP and the Concession Agreement.;