POWER PURCHASE AGREEMENT FOR

PROCUREMENT OF ….. MW SOLAR POWER

ON LONG TERM BASIS

Between

[Name of Solar Power Generator]

And

[ELECTRICITY DEPARTMENT, GOVERNMENT OF GOA]

[EDG]
[month and year]
This Power Purchase Agreement is made on the _______ day of _________ of _______at
______________

Between

_________________[name of the Solar Power Generator],________________, [details of

Solar Power Generator] (hereinafter referred to as “Solar Power Generator or SPG”, which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include
its successors and permitted assigns) as a Party of the First Part;

And

The Electricity Department, Government of Goa [EDG], a deemed Distribution Licensee

within the meaning of Section 2 (17) of Electricity Act 2003 and pursuant to the Section 14 of
the Electricity Act., having its registered office at Vidyut Bhavan, Panaji-Goa (hereinafter
referred to as “EDG”, which expression shall, unless repugnant to the context or meaning
thereof, be deemed to include its successors and assignees) as a Party of the Second Part;

The SPG and EDG are individually referred to as ‘Party’ and collectively referred to as
‘Parties’.

WHEREAS:

A. The Ministry of New and Renewable Energy [MNRE] has launched a scheme for farmers
on 8th March 2019 and issued implementation guidelines on 22nd July 2019.

B. The MNRE has accorded a sanction and allotted a capacity of 50 MW to EDG under the
said scheme of 8th March 2019.

C. Goa Energy Development Agency (GEDA), the nodal agency for renewable development
in the state of Goa, had initiated a selection process for procurement of 50 MW of the
power generated from the Grid connected Solar Power Project on the terms and
conditions contained in the EoI/RfS No. dated .

D. The SPG has been selected in the Process for development, generation and supply of
electricity from the MW Solar Power Project to be established by SPG at [location of
proposed power plant] and electricity generated to be fed to the [Name and
location of 33/11 kV sub- station];

E. GEDA has issued the Letter No…………….. dated… to the SPG informing about the
feasibility for development and installation of the solar power plant of _____MW under
Component A of PM-KUSUM scheme.

F. Further, GEDA issued the Letter No…………….. dated… in to the SPG informing
about the Generic Tariff approved by Joint Electricity Regulatory Commission (JERC)
vide Tariff Order dated 23rd August 2023. The levelized tariff for Component A of PM-
KUSUM approved by JERC is Rs. 4.08 per kWh and Net levelized tariff (after adjusting
the benefit of accelerated depreciation, if availed by the SPG) is Rs. 3.59 per KWh. The
tariff will be applicable for 25 years from commercial operation date.

G. The SPG has furnished the Performance Bank Guarantee in the sum of Rs… in favour of
EDG as per the format prescribed by the EDG.

H. The SPG has fulfilled the terms and conditions for signing this Power Purchase
Agreement as a definitive agreement for establishing the Power Project
 of……………..MW at…., for generation and sale of electricity by the SPG to EDG at
33/11 kV S/S;

I. The parties have agreed to execute this Power Purchase Agreement in terms of the PM-
KUSUM Component A scheme in regard to the terms and conditions for establishment of
the Power Project at ……, and for generation and supply of electricity by the SPG to
EDG.

J. Now therefore, in consideration of the premises and mutual agreements, covenants and
conditions set forth herein, it is hereby agreed by and between the Parties as follows:

1. ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1. Definitions

The terms used in this Agreement, unless as defined below or repugnant to the
context, shall have the same meaning as assigned to them by the Electricity Act,
2003 and the rules or regulations framed there under, including those issued/framed
by the Appropriate Commission (as defined hereunder), as amended or re-enacted
from time to time.

“Act” or “Electricity Act, shall mean the Electricity Act, 2003 and include any
2003” modifications, amendments and substitution from time to time;

“Agreement” or "Power shall mean this Power Purchase Agreement including its
Purchase Agreement" or recitals and Schedules, amended or modified from time to
"PPA" time in accordance with the terms hereof;

"Appropriate
Joint Electricity Regulatory Commission (JERC)
Commission"

"Bill Dispute shall mean the notice issued by a Party raising a Dispute
regarding a Monthly Bill or a Supplementary Bill issued by the
Notice" other Party;

shall mean with respect to SPG and EDG, a day other than
Sunday or a statutory holiday, on which the banks remain
“Business Day” open for business in the State of Goa;

means the ratio of actual gross energy generated by the

project to the equivalent energy output at its rated capacity
over the year; for the avoidance of any doubt, it is clarified
that the CUF shall be calculated on the Contracted Capacity;
“Capacity Utilisation Factor” In any Contract Year, if ‘X’ MWh of energy has been metered
or “CUF” out at the Delivery Point for ‘Y’ MW Project capacity,
CUF= (X MWh/(Y MW*8760)) X100%;
SPG should ensure minimum CUF of 18% from the solar
plant
 shall have the meaning ascribed thereto in Article 12 of this
“Change in Law”
Agreement;

shall mean the date on which the commissioning certificate is

“Commercial Operation Date
issued upon successful commissioning (as per provisions of
(COD)”
this Agreement) of the project;

shall mean any court or tribunal or any similar judicial or

“Competent Court of Law” quasi- judicial body in India that has jurisdiction to adjudicate
upon issues relating to this Agreement;

shall mean all authorizations, licenses, approvals,

“Consents, registrations, permits, waivers, privileges, acknowledgments,
agreements, or concessions required to be obtained from or
Clearances and Permits” provided by any concerned authority for the purpose of setting
up of the generation facilities and/ or supply of power;

shall mean the period of ninety (90) days or such other longer
period as the Parties may agree, commencing from the date
of issuance of a SPG Preliminary Default Notice or EDG
“Consultation Period” Preliminary Default Notice as provided in Article 13 of this
Agreement, for consultation between the Parties to mitigate
the consequence of the relevant event having regard to all
the circumstances;

shall mean the period beginning from the Effective Date and
ending on the immediately succeeding March 31 and
thereafter each period of 12 months beginning on April 1
and ending on March 31 provided that:
in the financial year in which the COD would occur, the
Contract Year shall end on the date immediately before the
“Contract Year”
COD, and a new Contract Year shall commence once again
from the COD and end on the immediately succeeding March
31, and thereafter each period of twelve (12) months
commencing on April 1 and ending on March 31, and
provided further that the last Contract Year of this Agreement
shall end on the last day of the Term of this Agreement

shall mean …… [Insert capacity] MW contracted with EDG for

"Contracted Capacity" supply by the SPG to EDG at the Delivery Point from the
_______________ Power Project;

Shall be the interconnection point at which the SPG shall

deliver the power to EDG. Metering shall be done at this
interconnection point where the power is injected into the
“Delivery Point” 33/11 kV Substation or a nearby substation. For
interconnection with grid and metering, the SPG shall abide
by the relevant and applicable regulations, Grid Code notified
by the State Commission.

"Due Date" Due Date shall mean the forty-fifth (45th) day after a Monthly
Bill (including all the relevant documents) or a Supplementary
Bill is received online or, if such day is not a Business Day,
 the immediately succeeding Business Day, by which date
such Monthly Bill or a Supplementary Bill is payable by the
EDG.

shall have the meaning ascribed thereto in Article 2.1 of this

“Effective Date”
Agreement;

shall mean the Electricity Act, 2003 and the rules and
regulations made there under from time to time along with
“Electricity Laws” amendments thereto and replacements thereof and any other
Law pertaining to electricity including regulations framed by
the Appropriate Commission;

shall mean the events as defined in Article 13 of this

“Event of Default”
Agreement;

Shall mean the date occurring twenty five (25) years from the
Commercial Operation Date subject to that the supply of
“Expiry Date”
power shall be limited for a period of 25 years from the COD
unless extended by the Parties as per this Agreement;

shall mean the agreements pursuant to which the SPG has

sought financing for the Power Project including the loan
agreements, security documents, notes, indentures, security
“Financing Agreements”
agreements, letters of credit and other documents, as may be
amended, modified, or replaced from time to time, but without
in any way increasing the liabilities of EDG;

"Force Majeure" or “Force shall have the meaning ascribed thereto in Article 11 of this
Majeure Event” Agreement;

shall mean the Government of India, Governments of State of

Goa, and any ministry, department, board, authority, agency,
corporation, commission under the direct or indirect control of
“Indian Governmental
Government of India or the above State Government or
Instrumentality”
both, any political sub-division of any of them including any
court or Appropriate Commission or tribunal or judicial or
quasi-judicial body in India;

shall mean the insurance cover to be obtained and

“Insurances” maintained by the SPG in accordance with Article 8 of this
Agreement;

shall mean the facilities on SPG’s side of the Delivery Point

for scheduling, transmitting and metering the electrical output
in accordance with this Agreement and which shall include,
without limitation, all other transmission lines and associated
"Interconnection Facilities" equipment, transformers, relay and switching equipment
and protective devices, safety equipment and RTU, Data
Transfer and Acquisition facilities for transmitting data subject
to Article 7, the Metering System required for supply of power
as per the terms of this Agreement;

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

 Monthly Invoice/ Supplementary Invoice raised by any of the
Parties;

“Late Payment shall have the meaning ascribed thereto in Article 10.3.3 of
Surcharge” this Agreement;

shall mean in relation to this Agreement, all laws including

Electricity Laws in force in India and any statute, ordinance,
regulation, notification or code, rule, or any interpretation of
any of them by an Indian Governmental Instrumentality and
having force of law and shall further include without limitation
"Law"
all applicable rules, regulations, orders, notifications by an
Indian Governmental Instrumentality pursuant to or under any
of them and shall include without limitation all rules,
regulations, decisions and orders of the Appropriate
Commissions;

“Letter of Credit” shall have the meaning ascribed thereto in Article 10.4 of this
or “L/C” Agreement;

shall mean Letter of Award issued by the GEDA to the SPG

“Letter of Award” or “LoA”
for the project;

shall mean the Ministry of New and Renewable Energy,

“MNRE”
Government of India;

shall mean a period of thirty (30) days from (and excluding)

"Month" the date of the event, where applicable, else a calendar
month;

"Party" and shall have the meaning ascribed thereto in the recital to this
"Parties" Agreement;

“Payment Security shall have the meaning ascribed thereto in Article 10.4 of this
Mechanism” Agreement;

shall mean the power generation facility of Contracted

Capacity of ………..[Insert capacity] MW, located at……..,
[Insert name of the District and State] having a separate
control system, metering and separate points of injection into
the grid at Delivery point of the substation. The Project shall
include all units and auxiliaries such as water supply,
treatment or storage facilities, bay(s) for transmission system
“Power Project” or “Project” in the switchyard, dedicated transmission line up to the
Delivery Point and all the other assets, buildings/structures,
equipment, plant and machinery, facilities and related assets
required for the efficient and economic operation of the power
generation facility, whether completed or at any stage of
development and construction or intended to be developed
and constructed for the purpose of supply of power as per this
Agreement;

“Preliminary Default Notice” shall have the meaning ascribed thereto in Article 13 of this
 Agreement;

“Project shall mean the maximum AC capacity of the Project at the

point of injection on which the Power Purchase Agreement
Capacity” has been signed.

shall mean the practices, methods and standards that are

generally accepted internationally from time to time by electric
utilities for the purpose of ensuring the safe, efficient and
economic design, construction, commissioning, operation and
maintenance of power generation equipment and which
practices, methods and standards shall be adjusted as
"Prudent Utility Practices" necessary, to take account of:
operation and maintenance guidelines recommended by the
manufacturers of the plant and equipment to be incorporated
in the Power Project;
the requirements of Indian Law; and the physical conditions at
the site of the Power Project

shall have the same meaning as ascribed thereto in Article

“Rebate”
10.3.5 of this Agreement;

"Rupees", "Rs.", “ ” shall mean Indian rupees, the lawful currency of India;

“Scheduled Commissioning Shall mean [Insert Date that is Twelve (12) Months from
Date” or “SCD” of the Project the date of signing of PPA between the Parties];

Shall have the same meaning as provided for in Article 9 of

"Tariff"
this Agreement;

shall mean the payments to be made under Monthly Bills as

"Tariff Payment"
referred to in Article 10 and the relevant Supplementary Bills;

“Termination shall mean the notice given by either Parties for termination of
this Agreement in accordance with Article 13 of this
Notice” Agreement;

"Term of shall have the meaning ascribed thereto in Article 2 of this

Agreement" Agreement;

2. ARTICLE 2: TERM OF AGREEMENT

2.1. Effective Date

2.1.1. This Agreement shall come into effect from and such date shall be referred to
as the Effective Date.

2.2. Term of Agreement

2.2.1. Subject to Article 2.3 and 2.4 of this Agreement, this Agreement shall be valid
for a term from the Effective Date until the Expiry Date. This Agreement may be
extended for a further period at least one hundred eighty (180) days prior to the
Expiry Date, on mutually agreed terms and conditions.
 2.2.2. The SPG is free to operate their plants beyond the Expiry Date if other
conditions like land lease / Right to Use of Land (as applicable), permits,
approvals and clearances etc. allow. In such case unless otherwise agreed by
the EDG, EDG shall not be obligated to procure power beyond the Expiry Date.

2.3. Early Termination

2.3.1. This Agreement shall terminate before the Expiry Date if either EDG or SPG
terminates the Agreement, pursuant to Article 13 of this Agreement.

2.4. Survival

2.4.1. The expiry or termination of this Agreement shall not affect any accrued rights,
obligations and liabilities of the Parties under this Agreement, including the right
to receive penalty as per the terms of this Agreement, nor shall it affect the
survival of any continuing obligations for which this Agreement provides, either
expressly or by necessary implication, which are to survive after the Expiry Date
or termination including those under Article 11 (Force Majeure), Article 13
(Events of Default and Termination), Article 14 (Liability and Indemnification),
Article 16 (Governing Law and Dispute Resolution), Article 17 (Miscellaneous
Provisions), and other Articles and Schedules of this Agreement which expressly
or by their nature survive the Term or termination of this Agreement shall
continue and survive any expiry or termination of this Agreement.

3. ARTICLE 3: CONDITIONS SUBSEQUENT

3.1. The SPG agrees and undertakes to make Project Financing Arrangements for its
Project and shall provide necessary documents to EDG in this regard within six
months from the date of signing of PPA between the Parties for the project.

4. ARTICLE 4: CONSTRUCTION & DEVELOPMENT OF THE PROJECT

4.1. SPG’s Obligations

4.1.1. The SPG undertakes to be responsible, at SPG’s own cost and risk, for:

i). The SPG shall be solely responsible and make arrangements for Land &
associated infrastructure for the development of the Project and for
Connectivity with the 33/11 kV sub-station for the evacuation of power by the
Scheduled Commissioning date or COD, whichever is earlier, and all
clearances related thereto;

The SPG shall furnish the necessary documents to establish possession in

the name of the Project Developer of the required land/ Lease Agreement;

ii). obtaining all Consents, Clearances and Permits as required and maintaining
all documents.

iii). Designing, constructing, erecting, commissioning, completing and testing the

Power Project in accordance with the applicable Law, the Grid Code, the
terms and conditions of this Agreement and Prudent Utility Practices.

iv). the commencement of supply of power up to the Contracted Capacity to EDG

no later than the Scheduled Commissioning Date and continuance of the
supply of power throughout the term of the Agreement;
 v). Connecting the Power Project switchyard with the Interconnection Facilities at
the Delivery Point. The SPG shall make adequate arrangements to connect
the Power Project switchyard with the Interconnection Facilities at
Interconnection / Metering / Delivery Point.

vi). Owning the Power Project throughout the Term of Agreement free and clear
of encumbrances, except those expressly permitted under Article 15;

vii). Fulfilling all obligations undertaken by the SPG under this Agreement.

viii). The SPG shall be responsible to for directly coordinating and dealing
with the EDG, and other authorities in all respects in regard to declaration of
availability, scheduling and dispatch of Power and due compliance with
deviation and settlement mechanism and the applicable Grid code/State
Regulations.

4.2. Purchase and sale of Contracted Capacity

4.2.1. Subject to the terms and conditions of this Agreement, the SPG undertakes to
sell to EDG and EDG undertakes to pay Tariff for all the energy supplied at the
Delivery Point corresponding to the Contracted Capacity.

4.3. Right to Contracted Capacity & Energy

4.3.1. EDG, in any Contract Year shall not be obliged to purchase any additional
energy from the SPG beyond the contract capacity. If for any Contract Year
except for the first year of operation, the SPG has to generate minimum energy
of…… Million kWh (MU) till the end of 10 years from the COD and-------Million
kWh (MU) for the rest of the Term of the Agreement, on account of reasons
solely attributable to the SPG. For the first year of operation, the above limits
shall be considered on pro-rata basis. The lower limit will, however be relaxable
by EDG to the extent of grid non-availability for evacuation which is beyond the
control of the SPG. There shall be no penalty to SPG for shortfall in solar power
generation from minimum prescribed CUF.

4.3.2. In case at any point of time, the peak of capacity reached is higher than the
contracted capacity and causes disturbance in the system at the point where
power is injected, the SPG will have to forego the excess generation and reduce
the output to the contract capacity and shall also have to pay the
penalty/charges (if applicable) as per applicable regulations.

4.4. Extensions of Time

4.4.1. In the event that the SPG is prevented from performing its obligations under
Article 4.1 by the Scheduled Commissioning Date due to:

(a) any EDG Event of Default; or

(b) Force Majeure Events affecting EDG, or
(c) Force Majeure Events affecting the SPG,

the Scheduled Commissioning Date and the Expiry Date shall be deferred,
subject to Article 4.4.5, for a reasonable period but not less than ‘day for day’
basis, to permit the SPG or EDG through the use of due diligence, to overcome
 the effects of the Force Majeure Events affecting the SPG or EDG, or till such
time such Event of Default is rectified by EDG.

4.4.2. In case of extension due to reasons specified in Article 4.4.1(b) and (c), and if
such Force Majeure Event continues even after a maximum period of three (3)
months, any of the Parties may choose to terminate the Agreement as per the
provisions of Article 13.5. In case neither party terminates the agreement under
this clause, the agreement shall stand terminated on the expiry of twelve (12)
months of the continuation of the Force majeure event unless the parties
mutually agree to extend the agreement for the further period.

4.4.3. If the Parties have not agreed, within thirty (30) days after the affected Party’s
performance has ceased to be affected by the relevant circumstance, on the
time period by which the Scheduled Commissioning Date or the Expiry Date
should be deferred, any Party may raise the Dispute to be resolved in
accordance with Article 16.

4.4.4. As a result of such extension, the newly determined Scheduled

Commissioning Date and newly determined Expiry Date shall be deemed to be
the Scheduled Commissioning Date and the Expiry Date for the purposes of this
Agreement.

4.4.5. Notwithstanding anything to the contrary contained in this Agreement, any

extension of the Scheduled Commissioning Date arising due to any reason
envisaged in this Agreement shall not be allowed beyond the date pursuant to
Article 4.5.2.

4.4.6. Delay in commissioning of the project beyond the scheduled commissioning

date for reasons other than those specified in Article 4.4.1 shall be an event of
default on part of the SPG and shall be subject to the consequences specified in
the Article 4.5.

4.5. Liquidated Damages not amounting to penalty for delay in Commissioning

4.5.1. If the SPG is unable to commission the Project by the Scheduled

Commissioning Date other than for the reasons specified in Article 4.4.1, the
SPG shall pay to EDG, damages for the delay in such commissioning and
making the Contracted Capacity available for dispatch by the Scheduled
Commissioning Date as per the following:

4.5.2. Delay beyond the Scheduled Commissioning Date upto (& including) the date
as on Twelve months from the date of signing of PPA between the Parties: The
total Performance Bank Guarantee amount shall be encashed on per day basis
and proportionate to the balance capacity not commissioned.

4.5.3. The maximum time period allowed for commissioning of the full Project
Capacity with encashment of Performance Bank Guarantee shall be limited to
14 Months from the date of signing of PPA between the Parties. In case, the
Commissioning of the Project is delayed beyond 14 Months from the date of
signing of PPA between the Parties shall be considered as an SPG Event of
Default and provisions of Article 13 shall apply and the Contracted Capacity
shall stand reduced / amended to the Project Capacity Commissioned within 14
Months of the date of signing of PPA between the Parties and the PPA for the
balance Capacity will stand terminated and shall be reduced from the project
 capacity.

4.5.4. The SPG further acknowledge that the amount of the liquidated damages
fixed is genuine and reasonable pre-estimate of the damages that may be
suffered by EDG.

4.6. Acceptance/Performance Test

4.6.1. Prior to synchronization of the Power Project, the SPG shall be required to get
the Project certified for the requisite acceptance/performance test as may be laid
down by respective authorities.

4.7. Third Party Verification

4.7.1. The SPG shall be further required to provide entry to the site of the Power
Project free of all encumbrances at all times during the Term of the Agreement
to EDG and a third Party nominated by any Indian Governmental Instrumentality
for inspection and verification of the works being carried out by the SPG at the
site of the Power Project.

4.7.2. The third party may verify the construction works/operation of the Power
Project being carried out by the SPG and if it is found that the construction
works/operation of the Power Project is not as per the Prudent
Utility Practices, it may seek clarifications from SPG or require the works to be
stopped or to comply with the instructions of such third party.

4.8. Breach of Obligations

4.8.1. The Parties herein agree that during the subsistence of this Agreement,
subject to EDG being in compliance of its obligations & undertakings under this
Agreement, the SPG would have no right to negotiate or enter into any dialogue
with any third party for the sale of Contracted Capacity of power which is the
subject matter of this Agreement. It is the specific understanding between the
Parties that such bar will apply throughout the entire term of this Agreement.

4.9. Generation compensation for Off-take constraints

4.9.1. Generation Compensation in offtake constraints due to Grid Unavailability:

During the operation of the plant, there can be some periods where the Project
can generate power but due to temporary transmission unavailability, the power
is not evacuated, for reasons not attributable to the SPG. In such cases, subject
to the submission of documentary evidences from the competent authority, the
generation compensation shall be restricted to the following and there shall be
no other claim, directly or indirectly against EDG:

Duration of Grid unavailability Provision for Generation Compensation

Grid unavailability in a contract Generation Loss = [(Average Generation per hour
year as defined in the PPA: (only during the Contract Year) × (number of hours of grid
period from 8 am to 6 pm to be unavailability during the Contract Year)]
counted):
Where, Average Generation per hour during the
Contract Year (kWh) = Total generation in the
Contract Year (kWh) ÷Total hours of generation in
the Contract Year.
The excess generation by the SPG equal to this generation loss shall be procured by EDG at
the PPA tariff so as to offset this loss in the succeeding 3 (three) Contract Years.

4.9.2. Offtake constraints due to Backdown: The SPG and EDG shall follow the
forecasting and scheduling process as per the regulations in this regard by the
Appropriate Commission. In the eventuality of backdown, subject to the
submission of documentary evidences from the competent authority, the SPG
shall be eligible for a minimum generation compensation, from EDG, restricted
to the following and there shall be no other claim, directly or indirectly against
EDG:

Duration of Backdown Provision for Generation Compensation

Hours of Backdown during Mininum Generation Compensation = 50% of [(Average
a monthly billing cycle. Generation per hour during the month) X (number of
backdown hours during the month)] X PPA tariff

Where, Average Generation per hour during the month

(kWh) =
Total generation in the month (kWh) ÷ Total hours of
generation in the month

The SPG shall not be eligible for any compensation in case the Backdown is on account of
events like consideration of grid security or safety of any equipment or personnel or other
such conditions. The Generation Compensation shall be paid as part of the energy bill for the
successive month after JMR/AMR.

5. ARTICLE 5: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL

OPERATION

5.1. Synchronization, Commissioning and Commercial Operation

5.1.1. The SPG shall give the EDG at least thirty (30) days advanced preliminary
written notice and at least fifteen (15) days advanced final written notice, of the
date on which it intends to synchronize the Power Project to the Grid System.

5.1.2. Subject to Article 5.1.1, the Power Project may be synchronized by the SPG
to the Grid System when it meets all the connection conditions prescribed in
applicable Grid Code then in effect and otherwise meets all other Indian legal
requirements for synchronization to the Grid System.

5.1.3. The synchronization equipment and all necessary arrangements / equipment

including RTU for scheduling of power generated from the Project and
transmission of data to the concerned authority as per applicable regulation shall
be installed by the SPG at its generation facility of the Power Project at its own
cost. The SPG shall synchronize its system with the Grid System only after the
approval of synchronization scheme is granted by the head of the concerned
substation/ and checking/verification is made by the concerned authorities of the
EDG.

5.1.4. The SPG shall immediately after each synchronization/tripping of generator,

inform the sub- station of the Grid System to which the Power Project is
electrically connected in accordance with applicable Grid Code. In addition, the
 SPG will inject in-firm power to grid time to time to carry out operational/
functional test prior to commercial operation. For avoidance of doubt, it is
clarified that Synchronization / Connectivity of the Project with the grid shall not
to be considered as Commissioning of the Project.

5.1.5. The SPG shall commission the Project within Twelve (12) Months from the
date of signing of PPA between the Parties. Declaration of COD shall only be
done upon the successful visit by the Commissioning Committee.

5.1.6. The Parties agree that for the purpose of commencement of the supply of
electricity by SPG to EDG, liquidated damages for delay etc., the Scheduled
Commissioning Date as defined in this Agreement shall be the relevant date.

6. ARTICLE 6: DISPATCH AND SCHEDULING

6.1. Dispatch and Scheduling

6.1.1. The SPG shall be required to schedule its power as per the applicable
regulations of SERC/SLDC or any other competent agency and same being
recognized by the SLDC or any other competent authority / agency as per
applicable regulation/ law / direction and maintain compliance to the applicable
Codes/ Grid Code requirements and directions, if any, as specified by
concerned SLDC from time to time. Any deviation from the Schedule will attract
the provisions of applicable regulation / guidelines / directions and any financial
implication on account of this shall be on the account of the SPG.

6.1.2. The SPG shall be responsible for directly coordinating and dealing with the
EDG, State Load Dispatch Centers, and other authorities in all respects in
regard to declaration of availability, scheduling and despatch of Power and due
compliance with deviation and settlement mechanism and the applicable Grid
code Regulations.

6.1.3. The SPG shall be responsible for any deviation from scheduling and for any
resultant liabilities on account of charges for deviation as per applicable
regulations. UI charges on this account shall be directly paid by the SPG.

6.1.4. Auxiliary power consumption will be treated as per the state regulations.

7. ARTICLE 7: METERING

7.1. Meters

7.1.1. For installation of Meters, Meter testing, Meter calibration and Meter reading
and all matters incidental thereto, the SPG and EDG shall follow and be bound
by the Central Electricity Authority (Installation and Operation of Meters)
Regulations, 2006, the Grid Code, as amended and revised from time to time.

7.1.2. The SPG shall bear all costs pertaining to installation, testing, calibration,
maintenance, renewal and repair of meters at SPG’s side of Delivery Point.

7.1.3. In addition to ensuring compliance of the applicable codes, the SPG shall
install Main & Check meters at the Delivery Point, along with Stand-by meter(s)
as per the applicable regulations of the State where the Project is located.

7.2. Reporting of Metered Data and Parameters

 7.2.1. The grid connected renewable power plants will install necessary equipment
for regular monitoring of required data and simultaneously for monitoring of the
electric power generated from the Project.

7.2.2. Online arrangement would have to be made by the SPG for submission of
above data regularly for the entire period of this Power Purchase Agreement to
the EDG, the MNRE and concerned agency as per applicable regulation /
directions.

7.2.3. Reports on above parameters on monthly basis (or as required by regulation /

guidelines) shall be submitted by the SPG to Ministry of New and Renewable
Energy/National Institute of Solar Energy through EDG for entire period of PPA.

8. ARTICLE 8: INSURANCES

8.1. Insurance

8.1.1. The SPG shall effect and maintain or cause to be effected and maintained, at
its own cost and expense, throughout the Term of PPA, Insurances against such
risks to keep the Project in good condition and shall take Industrial All Risk
insurance policy covering risks against any loss or damage, with such
deductibles and with such endorsements and co-insured(s), which the Prudent
Utility Practices would ordinarily merit maintenance of and as required under the
Financing Agreements, and under the applicable laws.

8.2. Application of Insurance Proceeds

8.2.1. In case of the Project not being implemented through Financing

Agreement(s), save as expressly provided in this Agreement or the Insurances,
the proceeds of any insurance claim made due to loss or damage to the Power
Project or any part of the Power Project shall be first applied to reinstatement,
replacement or renewal of such loss or damage.

8.2.2. In case of the Project being financed through Financing Agreement(s), save
as expressly provided in this Agreement or the Insurances, the proceeds of any
insurance claim made due to loss or damage to the Power Project or any part of
the Power Project shall be applied as per such Financing Agreements.

8.2.3. If a Force Majeure Event renders the Power Project no longer economically
and technically viable and the insurers under the Insurances make payment on
a “total loss” or equivalent basis, EDG shall have claim on such proceeds of
such Insurance limited to outstanding dues of EDG against SPG.

8.3. Effect on liability of EDG

8.3.1. Notwithstanding any liability or obligation that may arise under this
Agreement, any loss, damage, liability, payment, obligation or expense which is
insured or not or for which the SPG can claim compensation, under any
Insurance shall not be charged to or payable by EDG. It is for the SPG to ensure
that appropriate insurance coverage is taken for payment by the insurer for the
entire loss and there is no under insurance or short adjustment etc.

9. ARTICLE 9: APPLICABLE TARIFF

9.1. The SPG shall be entitled to receive the Tariff of Rs. / kWh, fixed for the entire
term of this Agreement, with effect from the COD, for the power sold to the EDG as
 reflected in the Energy Accounts.

9.2. If the SPG is claiming Accelerated Depreciation for the solar project, SPG shall
submit the relevant documents and proofs to EDG for the same.

10. ARTICLE 10: BILLING AND PAYMENT

10.1. General

10.1.1. From the commencement of supply of power, EDG shall pay to the SPG the
monthly Tariff Payments subject to the adjustments as per provisions of this
Agreement including Article 6, in accordance with Article 9. All Tariff Payments
by EDG shall be in Indian Rupees.

10.1.2. The SPG shall be required to make arrangements and payments for import of
energy (if any) as per applicable regulations.

10.2. Delivery and Content of Monthly Bills/Supplementary Bills

10.2.1. The SPG shall submit EDG online Monthly Bill for the immediately preceding
Month based on the AMR/Energy Account along with all relevant documents
(payments made by SPG for drawal of power, payment of reactive energy
charges, Metering charges or any other charges as per regulations of
JERC/SLDC, if applicable.)

10.2.2. Each Monthly Bill shall include all charges as per this Agreement for the
energy supplied for the relevant Month based on AMR/Energy Accounts. The
Monthly Bill amount shall be the product of the energy as per Energy Accounts
and the Applicable Tariff. Energy drawn from the grid will be regulated as per the
regulations of respective State the Project is located in.

10.3. Payment of Monthly Bills

10.3.1. EDG shall pay the amount payable under the Monthly Bill by the Due Date to
such account of the SPG, as shall have been previously notified by the SPG.

10.3.2. All payments required to be made under this Agreement shall also include any
deduction or set off for:

i). deductions required by the Law; and

ii). Amount claimed by EDG, if any, from the SPG, will be adjusted from the
monthly energy payment.

The SPG shall open a bank account (the “SPG’s Designated Account") for
all Tariff Payments to be made by EDG to the SPG, and notify EDG of the
details of such account at least sixty (60) days before the dispatch of the
first Monthly Bill.

10.3.3. Late Payment Surcharge

In the event of delay in payment of a Monthly Bill by EDG beyond thirty (30)
days of its Due Date, a Late Payment Surcharge shall be payable to the SPG
at the rate of 1.25% per month on the outstanding amount calculated on a day
to day basis. The Late Payment Surcharge shall be claimed by the SPG
through the Supplementary Bill.
 10.3.4. Rebate

For payment of any Bill on or before Due Date, the following Rebate shall be
paid by the SPG to EDG in the following manner and the SPG shall not raise
any objections to the payments made under this article.
(a) A Rebate of 2% shall be payable to the EDG for the payments made
within a period of seven clear working days of the presentation of
online copy of Bill along with required supporting documents at EDG
office.
(b) Any payments made after seven clear working days of the date of
presentation of online copy of the Bill along with the required
supporting documents at EDG office up to the Due Date shall be
allowed a rebate of 1 %.
(c) For the above purpose, the date of presentation of Bill shall be the
next Business Day of delivery of the physical copy of the Bill at EDG.
(d) No Rebate shall be payable on the Bills raised on account of Change
in Law relating to taxes, duties, cess etc. and on Supplementary Bill.
For the above purpose date of presentation of bill shall be the same day of
delivery in online copy. However, for consideration of rebate, next business
day shall be considered.

10.4. Payment Security Mechanism

Letter of Credit (LC):

10.4.1. EDG shall provide to the SPG, in respect of payment of its Monthly Bills
and/or Supplementary Bills, a monthly unconditional, revolving and irrevocable
letter of credit (“Letter of Credit”), opened and maintained which may be drawn
upon by the SPG in accordance with this Article.

10.4.2. Not later than one (1) Month before the start of supply, EDG through a
scheduled bank open a Letter of Credit in favour of the SPG, to be made
operative from a date prior to the Due Date of its first Monthly Bill under this
Agreement. The Letter of Credit shall have a term of twelve (12) Months and
shall be renewed annually, for an amount equal to:

i). for the first Contract Year, equal to the estimated average monthly billing;

ii). for each subsequent Contract Year, equal to the average of the monthly
billing of the previous Contract Year.

10.4.3. Provided that the SPG shall not draw upon such Letter of Credit prior to the
Due Date of the relevant Monthly Bill and/or Supplementary Bill, and shall not
make more than one drawal in a Month.

10.4.4. Provided further that if at any time, such Letter of Credit amount falls short of
the amount specified in Article 10.4.2 due to any reason whatsoever, EDG shall
restore such shortfall within fifteen (15) days.

10.4.5. EDG shall cause the scheduled bank issuing the Letter of Credit to intimate
the SPG, in writing regarding establishing of such irrevocable Letter of Credit.

10.4.6. EDG shall ensure that the Letter of Credit shall be renewed not later than its
expiry.
 10.4.7. All costs relating to opening, maintenance of the Letter of Credit shall be
borne by EDG.

10.4.8. If EDG fails to pay undisputed Monthly Bill or Supplementary Bill or a part
thereof within and including the Due Date, then, subject to Article 10.4.6 &
10.5.2, the SPG may draw upon the Letter of Credit, and accordingly the bank
shall pay without any reference or instructions from EDG, an amount equal to
such Monthly Bill or Supplementary Bill or part thereof, in accordance with
Article 10.4.3 above, by presenting to the scheduled bank issuing the Letter of
Credit, the following documents:

i). a copy of the Monthly Bill or Supplementary Bill which has remained
unpaid to SPG and;

ii). a certificate from the SPG to the effect that the bill at item (i) above, or
specified part thereof, is in accordance with the Agreement and has
remained unpaid beyond the Due Date;

10.5. Disputed Bill

10.5.1. If the EDG does not dispute a Monthly Bill or a Supplementary Bill raised by
the SPG within fifteen (15) days of receiving such Bill shall be taken as
conclusive.

10.5.2. If the EDG disputes the amount payable under a Monthly Bill or a
Supplementary Bill, as the case may be, it shall pay undisputed amount of the
invoice amount and it shall within fifteen (15) days of receiving such Bill, issue a
notice (the "Bill Dispute Notice") to the invoicing Party setting out:
i). the details of the disputed amount;
ii). its estimate of what the correct amount should be; and
iii). all written material in support of its claim.

10.5.3. If the SPG agrees to the claim raised in the Bill Dispute Notice issued
pursuant to Article 10.5.2, the SPG shall revise such Bill and present along with
the next Monthly Bill. In such a case excess amount shall be refunded along
with interest at the same rate as Late Payment Surcharge, which shall be
applied from the date on which such excess payment was made by the disputing
Party to the invoicing Party and up to and including the date on which such
payment has been received as refund.

10.5.4. If the SPG does not agree to the claim raised in the Bill Dispute Notice issued
pursuant to Article 10.5.2, it shall, within fifteen (15) days of receiving the Bill
Dispute Notice, furnish a notice (Bill Disagreement Notice) to the EDG providing:
i). reasons for its disagreement;
ii). its estimate of what the correct amount should be; and
iii). all written material in support of its counter-claim.

10.5.5. Upon receipt of the Bill Disagreement Notice by the EDG under Article 10.5.4,
authorized representative(s) or Director Commercial of the EDG and SPG shall
meet and make best endeavours to amicably resolve such dispute within fifteen
(15) days of receipt of the Bill Disagreement Notice.

10.5.6. If the Parties do not amicably resolve the Dispute within fifteen (15) days of
receipt of Bill Disagreement Notice pursuant to Article 10.5.4, the matter shall be
referred to Dispute resolution in accordance with Article 16.
 10.5.7. For the avoidance of doubt, it is clarified the despite a Dispute regarding an
invoice, EDG shall, without prejudice to its right to Dispute, be under an
obligation to make payment of undisputed amount of the invoice amount in the
Monthly Bill.

10.6. Quarterly and Annual Reconciliation

10.6.1. The Parties acknowledge that all payments made against Monthly Bills and
Supplementary Bills shall be subject to quarterly reconciliation within 30 days of
the end of the quarter at the beginning of the following quarter of each Contract
Year and annual reconciliation at the end of each Contract Year within 30 days
to take into account the Energy Accounts, Tariff adjustment payments, Tariff
Rebate, Late Payment Surcharge, or any other reasonable circumstance
provided under this Agreement.

10.6.2. The Parties, therefore, agree that as soon as all such data in respect of any
quarter of a Contract Year or a full Contract Year as the case may be has been
finally verified and adjusted, the SPG and EDG shall jointly sign such
reconciliation statement. Within fifteen (15) days of signing of a reconciliation
statement, the SPG shall make appropriate adjustments in the next Monthly Bill.
Late Payment Surcharge/ interest shall be payable in such a case from the date
on which such payment had been made to the invoicing Party or the date on
which any payment was originally due, as may be applicable. Any Dispute with
regard to the above reconciliation shall be dealt with in accordance with the
provisions of Article 16.

10.7. Payment of Supplementary Bill

10.7.1. SPG may raise a ("Supplementary Bill") for payment on account of:

i). Adjustments required by the Energy Accounts (if applicable); or

ii). Change in Law as provided in Article 12

And such Supplementary Bill shall be paid by the other Party.

10.7.2. EDG shall remit all amounts due under a Supplementary Bill raised by the
SPG to the SPG’s Designated Account by the Due Date, except open access
charges, RLDC or scheduling charges and transmission charges (if applicable).
For Supplementary Bill on account of adjustment required by energy account,
Rebate as applicable to Monthly Bills pursuant to Article 10.3.5 shall equally
apply. No surcharge will be applicable other than that on the monthly energy
payment and associated debit and credit note.

10.7.3. In the event of delay in payment of a Supplementary Bill by either Party

beyond its Due Date, a Late Payment Surcharge shall be payable at the same
terms applicable to the Monthly Bill in Article 10.3.3.

11. ARTICLE 11: FORCE MAJEURE

11.1. Definitions

11.1.1. In this Article, the following terms shall have the following meanings:

11.2. Affected Party

11.2.1. An affected Party means EDG or the SPG whose performance has been
 affected by an event of Force Majeure.

11.3. Force Majeure

11.3.1. A ‘Force Majeure’ means any event or circumstance or combination of events

those stated below that wholly or partly prevents or unavoidably delays an
Affected Party in the performance of its obligations under this Agreement, but
only if and to the extent that such events or circumstances are not within the
reasonable control, directly or indirectly, of the Affected Party and could not
have been avoided if the Affected Party had taken reasonable care or complied
with Prudent Utility Practices:

(a) Act of God, including, but not limited to lightning, drought, fire and explosion
(to the extent originating from a source external to the site), earthquake,
volcanic eruption, landslide, flood, cyclone, typhoon or tornado if and only if it
is declared / notified by the competent state / central authority / agency (as
applicable);

(b) any act of war (whether declared or undeclared), invasion, armed conflict or
act of foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist
or military action if and only if it is declared / notified by the competent state /
central authority / agency (as applicable); or

(c) radioactive contamination or ionising radiation originating from a source in

India or resulting from another Force Majeure Event mentioned above
excluding circumstances where the source or cause of contamination or
radiation is brought or has been brought into or near the Power Project by the
Affected Party or those employed or engaged by the Affected Party.

11.4. Force Majeure Exclusions

11.4.1. Force Majeure shall not include (i) any event or circumstance which is within
the reasonable control of the Parties and (ii) the following conditions, except to
the extent that they are consequences of an event of Force Majeure:

(a) Unavailability, late delivery, or changes in cost of the plant, machinery,

equipment, materials, spare parts or consumables for the Power Project;

(b) Delay in the performance of any contractor, sub-contractor or their agents;

(c) Non-performance resulting from normal wear and tear typically experienced
in power generation materials and equipment;

(d) Strikes at the facilities of the Affected Party;

(e) Insufficiency of finances or funds or the agreement becoming onerous to

perform; and

(f) Non-performance caused by, or connected with, the Affected Party’s:

i). Negligent or intentional acts, errors or omissions;

ii). Failure to comply with an Indian Law; or

iii). Breach of, or default under this Agreement.

 11.5. Notification of Force Majeure Event

11.5.1. The Affected Party shall give notice to the other Party of any event of Force
Majeure as soon as reasonably practicable, but not later than seven (7) days
after the date on which such Party knew or should reasonably have known of
the commencement of the event of Force Majeure. If an event of Force Majeure
results in a breakdown of communications rendering it unreasonable to give
notice within the applicable time limit specified herein, then the Party claiming
Force Majeure shall give such notice as soon as reasonably practicable after
reinstatement of communications, but not later than one (1) day after such
reinstatement.

11.5.2. Provided that such notice shall be a pre-condition to the Affected Party’s
entitlement to claim relief under this Agreement. Such notice shall include full
particulars of the event of Force Majeure, its effects on the Party claiming relief
and the remedial measures proposed. The Affected Party shall give the other
Party regular (and not less than monthly) reports on the progress of those
remedial measures and such other information as the other Party may
reasonably request about the Force Majeure Event.

11.5.3. The Affected Party shall give notice to the other Party of (i) the cessation of
the relevant event of Force Majeure; and (ii) the cessation of the effects of such
event of Force Majeure on the performance of its rights or obligations under this
Agreement, as soon as practicable after becoming aware of each of these
cessations.

11.6. Duty to Perform and Duty to Mitigate

11.6.1. To the extent not prevented by a Force Majeure Event pursuant to Article
11.3, the Affected Party shall continue to perform its obligations pursuant to this
Agreement. The Affected Party shall use its reasonable efforts to mitigate the
effect of any Force Majeure Event as soon as practicable.

11.7. Available Relief for a Force Majeure Event

11.7.1. Subject to this Article 11:

(a) no Party shall be in breach of its obligations pursuant to this Agreement

except to the extent that the performance of its obligations was prevented,
hindered or delayed due to a Force Majeure Event;

(b) every Party shall be entitled to claim relief in relation to a Force Majeure Event
in regard to its obligations;

(c) For avoidance of doubt, neither Party’s obligation to make payments of money
due and payable prior to occurrence of Force Majeure events under this
Agreement shall be suspended or excused due to the occurrence of a Force
Majeure Event in respect of such Party.

(d) Provided that no payments shall be made by either Party affected by a Force
Majeure Event for the period of such event on account of its inability to
perform its obligations due to such Force Majeure Event.

12. ARTICLE 12: CHANGE IN LAW

 12.1. Definitions

In this Article 12, the term Change in Law shall refer to the occurrence of any
of the following events pertaining to this project only after the last date of the
bid submission, including

i). the enactment of any new law; or

ii).an amendment, modification or repeal of an existing law; or
iii).
the requirement to obtain a new consent, permit or license; or
iv).any modification to the prevailing conditions prescribed for obtaining an
consent, permit or license, not owing to any default of the SPG; or
v). any change in the rates of any Taxes including any duties and cess or
Introduction of any new tax made applicable for setting up the power
project and supply of power from the Power project by the SPG Which
have a direct effect on the Project. However, Change in Law shall not
include (i) any change in taxes on corporate income or (ii) any change in
any withholding tax on income or dividends distributed to the shareholders
of the SPG, or (iii) any change on account of regulatory measures by the
Appropriate Commission.

In the event a Change in Law results in any adverse financial loss/ gain to the
SPG then, in order to ensure that the SPG is placed in the same financial
position as it would have been had it not been for the occurrence of the
Change in Law, the SPG/ EDG shall be entitled to compensation by the other
party, as the case may be, subject to the condition that the quantum and
mechanism of compensation payment shall be determined and shall be
effective from such date as may be decided by the Appropriate Commission.

In the event of any decrease in the recurring/ nonrecurring expenditure by the

SPG or any income to the SPG on account of any of the events as indicated
above, SPG shall file an application to the Appropriate Commission no later
than sixty (60) days from the occurrence of such event, for seeking approval of
Change in Law. In the event of the SPG failing to comply with the above
requirement, in case of any gain to the SPG, EDG shall withhold the monthly
tariff payments on immediate basis, until compliance of the above requirement
by the SPG.

12.2. Relief for Change in Law

12.2.1. The aggrieved Party shall be required to approach the JERC for seeking
approval of Change in Law.

12.2.2. The decision of the JERC to acknowledge a Change in Law and the date from
which it will become effective, provide relief for the same, shall be final and
governing on both the Parties.

13. ARTICLE 13: EVENTS OF DEFAULT AND TERMINATION

13.1. SPG Event of Default

13.1.1. The occurrence and/or continuation of any of the following events, unless any
such event occurs as a result of a Force Majeure Event or a breach by EDG of
its obligations under this Agreement, shall constitute an SPG Event of Default:

i). the failure to commence supply of power to EDG up to the Contracted

Capacity, by the end of the period specified in Article 4, or failure to continue
 supply of Contracted Capacity to EDG after Commercial Operation Date
throughout the term of this Agreement, or if

(a) the SPG assigns, mortgages or charges or purports to assign, mortgage

or charge any of its assets or rights related to the Power Project in
contravention of the provisions of this Agreement; or

(b) the SPG transfers or novates any of its rights and/ or obligations under this
agreement, in a manner contrary to the provisions of this Agreement;
except where such transfer

 is in pursuance of a Law; and does not affect the ability of the

transferee to perform, and such transferee has the financial
capability to perform, its obligations under this Agreement or

 is to a transferee who assumes such obligations under this Agreement

and the Agreement remains effective with respect to the transferee;

ii). if (a) the SPG becomes voluntarily or involuntarily the subject of any
bankruptcy or insolvency or winding up proceedings and such proceedings
remain uncontested for a period of thirty (30) days, or (b) any winding up or
bankruptcy or insolvency order is passed against the SPG, or (c) the SPG
goes into liquidation or dissolution or has a receiver or any similar officer
appointed over all or substantially all of its assets or official liquidator is
appointed to manage its affairs, pursuant to Law, provided that a dissolution
or liquidation of the SPG will not be a SPG Event of Default if such dissolution
or liquidation is for the purpose of a merger, consolidation or reorganization
and where the resulting company retains creditworthiness similar to the SPG
and expressly assumes all obligations of the SPG under this Agreement and
is in a position to perform them; or

iii). the SPG repudiates this Agreement and does not rectify such breach within a
period of thirty (30) days from a notice from EDG in this regard; or

iv). except where due to any EDG’s failure to comply with its material obligations,
the SPG is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the SPG within thirty
(30) days of receipt of first notice in this regard given by EDG.

v). occurrence of any other event which is specified in this Agreement to be a

material breach/ default of the SPG.

vi). except where due to any EDG’s failure to comply with its material obligations,
the SPG is in breach of any of its material obligations pursuant to this
Agreement, and such material breach is not rectified by the SPG within thirty
(30) days of receipt of first notice in this regard given by EDG.

13.2. EDG Event of Default

13.2.1. The occurrence and the continuation of any of the following events, unless
any such event occurs as a result of a Force Majeure Event or a breach by the
SPG of its obligations under this Agreement, shall constitute the Event of Default
on the part of defaulting EDG:

i). EDG fails to pay (with respect to a Monthly Bill or a Supplementary Bill),
subject to Article 10.5, for a period of ninety (90) days after the Due Date and
 the SPG is unable to recover the amount outstanding to the SPG through the
Letter of Credit,

ii). EDG repudiates this Agreement and does not rectify such breach even within
a period of sixty (60) days from a notice from the SPG in this regard; or

iii). except where due to any SPG’s failure to comply with its obligations,
EDG is in material breach of any of its obligations pursuant to this Agreement,
and such material breach is not rectified by EDG within sixty (60) days of
receipt of notice in this regard from the SPG to EDG; or if

 EDG becomes voluntarily or involuntarily the subject of any bankruptcy or

insolvency or winding up proceedings and such proceedings remain
uncontested for a period of sixty (60) days, or

 any winding up or bankruptcy or insolvency order is passed against EDG,

or

 EDG goes into liquidation or dissolution or a receiver or any similar officer

is appointed over all or substantially all of its assets or official liquidator is
appointed to manage its affairs, pursuant to Law, provided that it shall not
constitute a EDG Event of Default, where such dissolution or liquidation of
EDG or EDG is for the purpose of a merger, consolidation or
reorganization and where the resulting entity has the financial standing to
perform its obligations under this Agreement and has creditworthiness
similar to EDG and expressly assumes all obligations of EDG and is in a
position to perform them; or;

iv). Occurrence of any other event which is specified in this Agreement to

be a material breach or default of EDG.

13.3. Procedure for cases of SPG Event of Default

13.3.1. Upon the occurrence and continuation of any SPG Event of Default under
Article 13.1, EDG shall have the right to deliver to the SPG, with a copy to the
representative of the lenders to the SPG with whom the SPG has executed the
Financing Agreements, a notice stating its intention to terminate this Agreement
(EDG Preliminary Default Notice), which shall specify in reasonable detail, the
circumstances giving rise to the issue of such notice.

13.3.2. Following the issue of a EDG Preliminary Default Notice, the Consultation
Period of ninety (90) days or such longer period as the Parties may agree, shall
apply and it shall be the responsibility of the Parties to discuss as to what steps
shall be taken with a view to mitigate the consequences of the relevant Event of
Default having regard to all the circumstances.

13.3.3. During the Consultation Period, the Parties shall continue to perform their
respective obligations under this Agreement.

13.3.4. Within a period of seven (7) days following the expiry of the Consultation
Period unless the Parties shall have otherwise agreed to the contrary or the
SPG Event of Default giving rise to the Consultation Period shall have ceased to
exist or shall have been remedied, EDG may terminate this Agreement by giving
a written Termination Notice of sixty (60) days to the SPG.

13.3.5. Subject to the terms of this Agreement, upon occurrence of a SPG Event of
 Default under this Agreement, the lenders in concurrence with the EDG, may
exercise their rights, if any, under Financing Agreements, to seek substitution of
the SPG by a selectee for the residual period of the Agreement, for the purpose
of securing the payments of the total debt amount from the SPG and performing
the obligations of the SPG. However, in the event the lenders are unable to
substitute the defaulting SPG within the stipulated period, EDG may terminate
the PPA and may acquire the Project assets for an amount equivalent to 90% of
the debt due or less as mutually agreed, failing which, the lenders may exercise
their mortgage rights and liquidate the Project assets.

Provided that any substitution under this Agreement can only be made with the
prior consent of EDG including the condition that the selectee meets the
eligibility requirements of Request for Selection (RfS) issued by EDG and
accepts the terms and conditions of this Agreement.

13.3.6. The lenders in concurrence with EDG, may seek to exercise right of
substitution under Article 13.3.5 by an amendment or novation of the PPA in
favour of the selectee. The SPG shall cooperate with EDG to carry out such
substitution and shall have the duty and obligation to continue to operate the
Power Project in accordance with this PPA till such time as the substitution is
finalized. In the event of Change in Shareholding/Substitution of Promoters
triggered by the Financial Institutions leading to signing of fresh PPA with a new
entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as
facilitation fee (non-refundable) shall be deposited by the SPG to EDG.

13.3.7. In the event the lenders are unable to substitute the defaulting SPG within the
stipulated period, EDG may terminate the PPA and may acquire the Project
assets for an amount equivalent to 90% of the debt due, failing which, the
lenders may exercise their mortgage rights and liquidate the Project assets.

13.4. Procedure for cases of EDG Event of Default

13.4.1. Upon the occurrence and continuation of any EDG Event of Default specified
in Article 13.2, the SPG shall have the right to deliver to EDG, a SPG
Preliminary Default Notice, which notice shall specify in reasonable detail the
circumstances giving rise to its issue.

13.4.2. Following the issue of a SPG Preliminary Default Notice, the Consultation
Period of ninety (90) days or such longer period as the Parties may agree, shall
apply and it shall be the responsibility of the Parties to discuss as to what steps
shall be taken with a view to mitigate the consequences of the relevant Event of
Default having regard to all the circumstances.

13.4.3. During the Consultation Period, the Parties shall continue to perform their
respective obligations under this Agreement.

13.4.4. After a period of two hundred ten (210) days following the expiry of the
Consultation Period and unless the Parties shall have otherwise agreed to the
contrary or EDG Event of Default giving rise to the Consultation Period shall
have ceased to exist or shall have been remedied, EDG under intimation to SPG
shall, subject to the prior consent of the SPG, novate its part of the PPA to any
third party, including its Affiliates within the stipulated period. In the event the
aforesaid novation is not acceptable to the SPG, or if no offer of novation is
made by EDG within the stipulated period, then the SPG may terminate the PPA
and at its discretion require EDG to either (i) takeover the Project assets by
 making a payment of the termination compensation equivalent to the amount of
the debt due and 150% (one hundred and fifty per cent) of the adjusted equity
or, (ii) pay to the SPG, damages, equivalent to 6 (six) months, or balance PPA
period whichever is less, of charges for its contracted capacity, with the Project
assets being retained by the SPG.

Provided further that at the end of three (3) months period from the period
mentioned in this Article 13.4.4, this Agreement may be terminated by the SPG.

13.5. Termination due to Force Majeure

13.5.1. If the Force Majeure Event or its effects continue to be present beyond a
period as specified in Article 4.4.2, either Party shall have the right to cause
termination of the Agreement. In such an event this Agreement shall terminate
on the date of such Termination Notice without any further liability to either Party
from the date of such termination.

14. ARTICLE 14: LIABILITY AND INDEMNIFICATION

14.1. Indemnity

14.1.1. The SPG shall indemnify, defend and hold EDG harmless against:

(a) any and all third party claims against EDG for any loss of or damage to
property of such third party, or death or injury to such third party, arising out of
a breach by the SPG of any of its obligations under this Agreement; and

(b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest actually suffered or incurred by EDG from third party
claims arising by reason of a breach by the SPG of any of its obligations
under this Agreement, (provided that this Article 14 shall not apply to such
breaches by the SPG, for which specific remedies have been provided for
under this Agreement).

14.1.2. EDG shall indemnify, defend and hold the SPG harmless against:

(a) any and all third party claims against the SPG, for any loss of or damage to
property of such third party, or death or injury to such third party, arising out of
a breach by EDG of any of their obligations under this Agreement; and

(b) any and all losses, damages, costs and expenses including legal costs, fines,
penalties and interest (‘Indemnifiable Losses’) actually suffered or incurred by
the SPG from third party claims arising by reason of a breach by EDG of any
of its obligations.

14.2. Procedure for claiming Indemnity

14.2.1. Third party claims

i). Where the Indemnified Party is entitled to indemnification from the

Indemnifying Party pursuant to Article 14.1.1(a) or 14.1.2(a), the Indemnified
Party shall promptly notify the Indemnifying Party of such claim referred to in
Article 14.1.1(a) or 14.1.2(a) in respect of which it is entitled to be indemnified.
Such notice shall be given as soon as reasonably practicable after the
Indemnified Party becomes aware of such claim. The Indemnifying Party shall
 be liable to settle the indemnification claim within thirty (30) days of receipt of
the above notice.

ii). The Indemnified Party may contest the claim for which it is entitled to be
Indemnified under Article 14.1.1(a) or 14.1.2(a) and the Indemnifying Party
shall reimburse to the Indemnified Party all reasonable costs and expenses
incurred by the Indemnified party. However, such Indemnified Party shall not
settle or compromise such claim without first getting the consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or
delayed.

An Indemnifying Party may, at its own expense, assume control of the

defence of any proceedings brought against the Indemnified Party if it
acknowledges its obligation to indemnify such Indemnified Party, gives such
Indemnified Party prompt notice of its intention to assume control of the
defence, and employs an independent legal counsel at its own cost that is
reasonably satisfactory to the Indemnified Party.

14.3. Indemnifiable Losses

14.3.1. Where an Indemnified Party is entitled to Indemnifiable Losses from the

Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified
Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses
actually incurred by the Indemnified Party. The Indemnifiable Losses shall be
reimbursed by the Indemnifying Party within thirty (30) days of receipt of the
notice seeking Indemnifiable Losses by the Indemnified Party. In case of
nonpayment of such losses after a valid notice under this Article 14.3, such
event shall constitute a payment default under Article 13.

14.4. Limitation on Liability

14.4.1. Except as expressly provided in this Agreement, neither the SPG nor its/ their
respective officers, directors, agents, employees or affiliates (or their officers,
directors, agents or employees), shall be liable or responsible to the other Party
or its affiliates, officers, directors, agents, employees, successors or permitted
assigns or their respective insurers for incidental, indirect or consequential
damages, connected with or resulting from performance or non-performance of
this Agreement, or anything done in connection herewith, including claims in the
nature of lost revenues, income or profits (other than payments expressly
required and properly due under this Agreement), any increased expense of,
reduction in or loss of power generation or equipment used therefore,
irrespective of whether such claims are based upon breach of warranty, tort
(including negligence, whether of EDG , the SPG or others), strict liability,
contract, breach of statutory duty, operation of law or otherwise.

14.4.2. EDG shall have no recourse against any officer, director or shareholder of the
SPG or any Affiliate of the SPG or any of its officers, directors or shareholders
for such claims excluded under this Article. The SPG shall have no recourse
against any officer, director or shareholder of EDG, or any affiliate of EDG or
any of its officers, directors or shareholders for such claims excluded under this
Article.

14.5. Duty to Mitigate

14.5.1. The Parties shall endeavor to take all reasonable steps so as mitigate any
loss or damage which has occurred under this Article 14.
15. ARTICLE 15: ASSIGNMENTS AND CHARGES

15.1. Assignments

This Agreement shall be binding upon, and inure to the benefit of the Parties
and their respective successors and permitted assigns. This Agreement shall
not be assigned by any Party, except to the Project Lenders or Lender’s
Representative as security for their debt under the Financing Agreements, other
than by mutual consent between the Parties to be evidenced in writing. Such
assignment shall be agreed to by EDG subject to the compliance of provisions
contained in this Agreement and more specifically to the provisions of Article
4.1.1 of this Agreement. In no case, such assignment shall be permissible prior
to the declaration of COD.

Provided that, EDG shall permit assignment of any of SPG’s rights and
obligations under this Agreement in favour of the lenders to the SPG, if required
under the Financing Agreements.

Provided that, such consent shall not be withheld if EDG seeks to transfer to any
transferee all of its rights and obligations under this Agreement.

The enforcement of the rights and obligation between the SPG and the EDG
provided in this Agreement shall not be treated as an assignment but an
enforcement of the terms agreed under this Agreement.

Provided further that any successor(s) or permitted assign(s) identified after

mutual agreement between the Parties may be required to execute a new
agreement on the same terms and conditions as are included in this Agreement.
An amount of Rs. 1 Lakh per Transaction as Facilitation Fee (non- refundable)
shall be deposited by the SPG to EDG. Provided further that, such consent shall
not be withheld by the SPG if EDG seeks to transfer to any affiliate all of its
rights and obligations under this Agreement.

In the event of Change in Shareholding/Substitution of Promoters triggered by

the Financial Institutions leading to signing of fresh PPA with a New Entity, an
amount of Rs. 1 Lakh per Transaction as Facilitation Fee (non-refundable) shall
be deposited by the SPG to EDG.

15.2. Permitted Charges

15.2.1. SPG shall not create or permit to subsist any encumbrance over all or any of
its rights and benefits under this Agreement, other than as set forth in Article
15.1 and the Guidelines.

16. ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Governing Law

16.1.1. This Agreement shall be governed by and construed in accordance with the
Laws of India. Any legal proceedings in respect of any matters, claims or
disputes under this Agreement shall be under the jurisdiction of appropriate
courts in Goa.

16.2. Amicable Settlement and Dispute Resolution

16.2.1. Amicable Settlement

 i). Either Party is entitled to raise any claim, dispute or difference of whatever
nature arising under, out of or in connection with this Agreement (“Dispute”)
by giving a written notice (Dispute Notice) to the other Party, which shall
contain:

(a) a description of the Dispute;

(b) the grounds for such Dispute; and
(c) all written material in support of its claim.

ii). The other Party shall, within thirty (30) days of issue of Dispute Notice issued
under Article 16.2.1(i), furnish:

(a) counter-claim and defences, if any, regarding the Dispute; and

(b) all written material in support of its defences and counter-claim.

iii). Within thirty (30) days of issue of Dispute Notice by any Party pursuant
to Article 16

(a) if the other Party does not furnish any counter claim or defence under
Article 16

(b) or thirty (30) days from the date of furnishing counter claims or defence by
the other Party, both the Parties to the Dispute shall meet to settle such
Dispute amicably. If the Parties fail to resolve the Dispute amicably within
thirty (30) days from the later of the dates mentioned in this Article 16.2.1.

(c) the Dispute shall be referred for dispute resolution in accordance with
Article 16.3.

16.3. Dispute Resolution

16.3.1. Dispute Resolution by the Appropriate Commission

i). Where any Dispute or differences arises in relation to this agreement of any
nature whatsoever including the construction, interpretation or implementation
of the provisions of this agreement as well as claim made by any Party for any
change in or determination of the Tariff or any matter related to Tariff or claims
made by any Party which partly or wholly relate to any change in the Tariff or
determination of any of such claims could result in change in the Tariff, and
relates to any matter agreed to be referred to the Appropriate Commission,
shall be submitted to adjudication by the Appropriate Commission. Appeal
against the decisions of the Appropriate Commission shall be made only as
per the provisions of the Electricity Act, 2003, as amended from time to time.

ii). EDG shall be entitled to co-opt the lenders (if any) as a supporting party in
such proceedings before the Appropriate Commission.

16.4. Parties to Perform Obligations

16.4.1. Notwithstanding the existence of any Dispute and difference referred to the
Appropriate Commission and save as the Appropriate Commission may
otherwise direct by a final or interim order, the Parties hereto shall continue to
perform their respective obligations (which are not in dispute) under this
Agreement.
17. ARTICLE 17: MISCELLANEOUS PROVISIONS

17.1. Amendment

17.1.1. This Agreement may only be amended or supplemented by a written

agreement between the Parties.

17.2. Third Party Beneficiaries

17.2.1. This Agreement is solely for the benefit of the Parties and their respective
successors and permitted assigns and shall not be construed as creating any
duty, standard of care or any liability to, any person not a party to this
Agreement.

17.3. Waiver

17.3.1. No waiver by either Party of any default or breach by the other Party in the
performance of any of the provisions of this Agreement shall be effective unless
in writing duly executed by an authorised representative of such Party.

17.3.2. Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement nor time
or other indulgence granted by one Party to the other Parties shall act as a
waiver of such breach or acceptance of any variation or the relinquishment of
any such right or any other right under this Agreement, which shall remain in full
force and effect.

17.4. Confidentiality

17.4.1. The Parties undertake to hold in confidence this Agreement and not to
disclose the terms and conditions of the transaction contemplated hereby to
third parties, except:
(a) to their professional advisors;
(b) to their officers, contractors, employees, agents or representatives, financiers,
who need to have access to such information for the proper performance of
their activities; or
(c) disclosures required under Law, without the prior written consent of the other
Party.

17.5. Severability

17.5.1. The invalidity or unenforceability, for any reason, of any part of this Agreement
shall not prejudice or affect the validity or enforceability of the remainder of this
Agreement, unless the part held invalid or unenforceable is fundamental to this
Agreement.

17.6. Notices

17.6.1. All notices or other communications which are required to be given under this
Agreement shall be in writing and in the English language.

17.6.2. If to the SPG, all notices or other communications which are required must be
delivered personally or by registered post or facsimile or any other method duly
acknowledged to the addresses below:

Address:
 Attention:
Email:
Fax. No. :
Telephone No. :

17.6.3. If to EDG, all notices or communications must be delivered personally or by

registered post or facsimile or any other mode duly acknowledged to the
address(es) below:

Address:
Attention:
Email:
Fax. No. :
Telephone No. :

17.6.4. All notices or communications given by facsimile shall be confirmed by

sending a copy of the same via post office in an envelope properly addressed to
the appropriate Party for delivery by registered mail. All notices shall be deemed
validly delivered upon receipt evidenced by an acknowledgement of the
recipient, unless the Party delivering the notice can prove in case of delivery
through the registered post that the recipient refused to acknowledge the receipt
of the notice despite efforts of the postal authorities.

17.6.5. Any Party may by notice of at least fifteen (15) days to the other Party change
the address and/or addresses to which such notices and communications to it
are to be delivered or mailed.

17.7. Language

17.7.1. All agreements, correspondence and communications between the Parties

relating to this Agreement and all other documentation to be prepared and
supplied under the Agreement shall be written in English, and the Agreement
shall be construed and interpreted in accordance with English language.

17.7.2. If any of the agreements, correspondence, communications or documents are

prepared in any language other than English, the English translation of such
agreements, correspondence, communications or documents shall prevail in
matters of interpretation.

17.8. Restriction of Shareholders / Owners’ Liability

17.8.1. Parties expressly agree and acknowledge that none of the shareholders of the
Parties hereto shall be liable to the other Parties for any of the contractual
obligations of the concerned Party under this Agreement. Further, the financial
liabilities of the shareholder/s of each Party to this Agreement, shall be restricted
to the extent provided in the Indian Companies Act, 2013.

17.9. Taxes and Duties

17.9.1. The SPG shall bear and promptly pay all statutory taxes, duties, levies and
cess, assessed/ levied on the SPG, contractors or their employees that are
required to be paid by the SPG as per the Law in relation to the execution of the
Agreement and for supplying power as per the terms of this Agreement.

17.9.2. EDG shall be indemnified and held harmless by the SPG against any claims
that may be made against EDG in relation to the matters set out in Article
 17.9.1.

17.9.3. EDG shall not be liable for any payment of, taxes, duties, levies, cess
whatsoever for discharging any obligation of the SPG by EDG on behalf of SPG.

17.10. Independent Entity

17.10.1. The SPG shall be an independent entity performing its obligations

pursuant to the Agreement.

17.10.2. Subject to the provisions of the Agreement, the SPG shall be solely
responsible for the manner in which its obligations under this Agreement are to
be performed. All employees and representatives of the SPG or contractors
engaged by the SPG in connection with the performance of the Agreement shall
be under the complete control of the SPG and shall not be deemed to be
employees, representatives, contractors of EDG and nothing contained in the
Agreement or in any agreement or contract awarded by the SPG shall be
construed to create any contractual relationship between any such employees,
representatives or contractors and EDG.

17.11. Compliance with Law

Despite anything contained in this Agreement but without prejudice to this

Article, if any provision of this Agreement shall be in deviation or inconsistent
with or repugnant to the provisions contained in the Electricity Act, 2003, or any
rules and regulations made there under, such provision of this Agreement shall
be deemed to be amended to the extent required to bring it into compliance with
the aforesaid relevant provisions as amended from time to time.

17.12. 17.12 Breach of Obligations

The Parties acknowledge that a breach of any of the obligations contained

herein would result in injuries. The Parties further acknowledge that the amount
of the liquidated damages or the method of calculating the liquidated damages
specified in this Agreement is a genuine and reasonable pre- estimate of the
damages that may be suffered by the non-defaulting party in each case
specified under this Agreement.

IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through
their duly authorized representatives as of the date and place set forth above.

For and on behalf of [EDG] For and on behalf of [SPG]

Name, Designation and Address Name, Designation and Address

Signature with seal Signature with seal

Witness: Witness:
1. 1.
2. 2.