STANDARD POWER PURCHASE AGREEMENT FOR PROCUREMENT OF POWER FOR ..

[INSERT MEDIUM TERM OR LONG TERM, as applicable] BASIS Under Case 1 Bidding Procedure THROUGH TARIFF BASED COMPETITIVE BIDDING PROCESS (As per Guidelines for Determination of Tariff by Bidding Process for Procurement of Power by Distribution Licensees) FOR MEETING THE .. [INSERT BASE LOAD / SEASONAL LOAD / DIURNAL LOAD] REQUIREMENTS OF [INSERT NAME OF THE PROCURER(S)] Between [Insert Name of Distribution Licensee 1] (Procurer 1) and [Insert Name of Distribution Licensee 2] (Procurer 2) and ..... [Insert Name of Distribution Licensee n] (Procurer n) And [Insert Name of the Seller] (Seller) Issued by [Insert Name and Address of Procurer / Authorized Representative]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

INDEX
SECTION CONTENTS PAGE NO. __________________________________________________________________________________________ 1. ARTICLE 1: DEFINITIONS AND INTERPRETATION.................................................................... 5

2 ARTICLE 2 : TERM OF AGREEMENT .................................................................................................. 18 3 ARTICLE 3 : CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER/ PROCURER(S)............................................................................................................................................... 20 4 ARTICLE 4 : COMMENCEMENT OF SUPPLY OF POWER.............................................................. 25 5 ARTICLE 5: CAPACITY, AVAILABILITY AND DISPATCH ............................................................. 32 6 ARTICLE 6: METERING AND ENERGY ACCOUNTING................................................................... 36 7 ARTICLE 7: BILLING AND PAYMENT.................................................................................................. 37 8 ARTICLE 8 : FORCE MAJEURE .............................................................................................................. 48 9 ARTICLE 9: CHANGE IN LAW................................................................................................................. 53 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ARTICLE 10: EVENTS OF DEFAULT AND TERMINATION ...................................................... 55 ARTICLE 11: LIABILITY AND INDEMNIFICATION ................................................................... 60 ARTICLE 12: ASSIGNMENTS AND CHARGES .............................................................................. 63 ARTICLE 13: GOVERNING LAW AND DISPUTE RESOLUTION.............................................. 65 ARTICLE 14: MISCELLANEOUS PROVISIONS............................................................................. 67 SCHEDULE 1: NAMES AND DETAILS OF THE PROCURER(S) ............................................... 75 SCHEDULE 2: CALCULATION OF X DAYS................................................................................ 76 SCHEDULE 3: AVAILABILITY FACTORS ...................................................................................... 77 SCHEDULE 4: TARIFF.......................................................................................................................... 78 SCHEDULE 5: DETAILS OF INJECTION POINT / DELIVERY POINT .................................... 91 SCHEDULE 6: ESCALATION INDEX................................................................................................ 92 SCHEDULE 7: REPRESENTATION AND WARRANTIES ............................................................ 93 SCHEDULE 8: QUOTED TARIFF ....................................................................................................... 95 SCHEDULE 9: FORMAT OF THE CONTRACT PERFORMANCE GUARANTEE .................. 96 SCHEDULE 10: SELECTED BID......................................................................................................... 99 SCHEDULE 11: LIST OF BANKS...................................................................................................... 101 SCHEDULE 12: SUBSTITUTION RIGHTS OF THE LENDERS ................................................. 103 SCHEDULE 13: LIST OF ARTICLES ............................................................................................... 110

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

THIS AGREEMENT1 IS MADE ON THE [ Between

] DAY OF [

] 20[ ]

(1) [Insert Name of Distribution Licensee 1], (the Procurer 1) (2) [Insert Name of Distribution Licensee 2], (the Procurer 2) (3) [Insert Name of Distribution Licensee 3], (the Procurer 3) (n) [Insert Name of Distribution Licensee n], (the Procurer n) and [Insert Name of the Seller], (the Seller)2 [The Procurer1, Procurer 2 and Procurer n are (hereinafter collectively referred to as the Procurers3 and individually as a Procurer), and each of the Procurer and the Seller are individually referred as Party and collectively to as the Parties) Whereas: A. In accordance with the Competitive Bidding Guidelines (as defined hereunder), the [Insert Procurer/4Authorized Representative, as applicable], had initiated a competitive bidding process through issue of RFP for procurement of power for . [Insert medium or long, as applicable] under Case-1 bidding procedure for meeting ..the Procurers .. [Insert base load/ diurnal load/ seasonal load, as applicable] power requirements. B. Pursuant to the said bidding process, . [Insert name of Selected Bidder] has been identified by the .. [Insert Procurer/Authorized Representative], as the Seller for sale and supply of electricity in bulk to the Procurer(s), for the Contracted Capacity (as defined hereunder) of .

In case the Selected Bidder is supplying from more than one generating source, then separate PPAs need to be excuted for each such generating source; 2 In case of the Selected Bidder being a Bidding Consortium, the Seller would be the Project Company and sign the Power Purchase Agreement; 3 Procurer(s) can be one or more. The standard PPA provides options for single or multiple Procurers conducting the power procurement process. One appropriate option needs to be incoporated consistently in the PPA to be enclosed with the RFP in any Bid Process; 4 The Procurer has the option to authorise a body corporate to carry out the Bid Process for the selection of the Selected Bidder on their behalf. In case it exercises such an option the references to Authorized Representative may be retained, otherwise the references may be deleted and consequential changes in other portions of the document undertaken; . [Insert name of Procurer(s)] 3

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

[To be filled in based on Selected Bid] MW, in accordance with the terms of this Agreement. C. The Seller has provided to the Procurer(s), Contract Performance Guarantee(s) as per Schedule 9 of this Agreement. D. [Insert incase the Selected Bidder is a Bidding Consortium] The Selected Bidder has incorporated the Project Company by the name, . [Insert Name of the Project Company] to execute this Agreement and to undertake all the responsibilties and obligations of the Selected Bidder and shall be construted as Seller for the purposes of this Agreement. E. As envisaged in the RFP, the Parties have agreed to sign this Power Purchase Agreement setting out the terms and conditions for the sale of Contracted Capacity and supply of electricity by the Seller to the Procurer(s). F. The Procurer(s) agree, on the terms and subject to the conditions of this Agreement, to use the Contracted Capacity and pay the Seller the Tariff as determined in accordance with the terms of this Agreement. G. The Procurer(s) have further agreed to make an application to the Appropriate Commission for the adoption of the Tariff under Section 63 of the Electricity Act, 2003. H. All the other RFP Documents have been executed by the Procurer(s) and the Seller simultaneously with the signing of this Agreement.

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:

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

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 Appropriate Commission (as defined hereunder), as amended or re-enacted from time to time. The following terms when used in this Agreement shall have the respective meanings, as specified below:

Act or Electricity Act 2003 Agreed Form

shall mean the Electricity Act 2003 or any amendments made to the same or any succeeding enactment thereof; shall mean, in relation to any document, the form of the said document most recently agreed to by the Parties and initialed by them for identification; shall mean this document including its recitals and Schedules;

Agreement or "Power Purchase Agreement" or "PPA" Allocated Contracted Capacity

shall mean the portion of the Contracted Capacity allocated to each of the Procurers as provided in Schedule 13 hereof, subject to adjustment as per Schedule 1 of this Agreement; [Insert this definition only in case of multiple Procurers] shall mean the Central Electricity Regulatory Commission referred to in sub-section (1), section 76 of the Electricity Act, 2003; or the State Regulatory Commission referred to in section 82 of the Electricity Act, 2003 or the Joint Commission referred to in section 83 of the Electricity Act, 2003, as the case maybe; shall mean .[Insert name of Authorized Representative], the body corporate authorized by the Procurer(s) to carry out the bidding process for the selection of the Selected Bidder on their behalf; shall mean all the regulations contained in the Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2004, as amended or revised from time to time, to the extent applied as per the terms of this Agreement;

"Appropriate Commission"

Authorized Representative [Insert this definition if applicable] Availability Based Tariff or ABT

Availability Factor or shall have the meaning ascribed thereto in ABT (provided that in Availability place of Installed capacity and Normative auxiliary consumption it shall be Contracted Capacity);
. [Insert name of Procurer(s)] 5

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Available Capacity Bid

shall have the meaning ascribed thereto in ABT; shall mean Non-Financial Bid and Financial Bid submitted by the Selected Bidder, in response to the RFP, in accordance with the terms and conditions of the RFP; shall mean the last date and time for submission of the Bid in response to the RFP, as specified in the RFP;

Bid Deadline

Bidding Guidelines or shall mean the Guidelines for Determination of Tariff by Bidding Competitive Bidding Process for Procurement of Power by Distribution Licensees, issued Guidelines by Ministry of Power, Government of India under The Electricity Act, 2003 on January 19, 2005 under Section 63 of the Electricity Act and as amended from time to time; Bid Documents or shall mean the RFP along with all its attachments and any Bidding Documents amendments thereto or clarifications thereof. "Bill Dispute Notice" Business Day shall mean the notice issued by a Party raising a Dispute regarding a Monthly Bill or a Supplementary Bill issued by the other Party; shall mean with respect to Seller and each Procurer, a day other than Sunday or a statutory holiday, on which the banks remain open for business in the State of [Insert name of the State] in which the concerned Procurers registered office is located; shall mean the Central Electricity Regulatory Commission of India, constituted under Section 76 of the Electricity Act, 2003, or its successors; shall mean the point(s) as mentioned in Format 5.10 of the RFP;

CERC

CTU Pooling Point

Capacity Charge or shall have meaning ascribed thereto in Schedule 4; Capacity Charges Capital Schedule Structure shall mean sources of finance used to finance the capital cost of the power station as provided in the Financing Agreements;

"Central Transmission shall mean the utility notified by the Central Government under Utility" or "CTU" Section-38 of the Electricity Act 2003; Change in Law Consultation Period shall have the meaning ascribed thereto in Article 9.1.1 of this Agreement; shall mean the period, commencing from the date of issue of a Seller Preliminary Default Notice or a Procurer Preliminary Default Notice as provided in Article 10 of this Agreement, for consultation between the Parties to mitigate the consequence of the relevant event having regard to all the circumstances means the irrevocable unconditional bank guarantee, submitted by the Seller to the Procurer(s) in the form attached hereto as Schedule 9, in accordance with the terms of this Agreement; means the period beginning on the Effective Date (as defined
6

Contract Performance Guarantee Contract Year

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

hereunder) 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: (i) in the financial year in which Scheduled Delivery Date would occur, a Contract Year shall end on the date immediately before the Scheduled Delivery Date and a new Contract Year shall begin once again from the Scheduled Delivery Date and end on immediately succeeding March 31, and (ii) provided further that the last Contract Year of this Agreement shall end on the last day of the term of this Agreement; And further provided that for the purpose of payment, the Tariff will be the Quoted Tariff for the applicable Contract Year as per Schedule 8 of this Agreement; "Contracted Capacity" Control Centre Nodal Agency means the rated net capacity [Insert capacity] MW at the Injection Point supplied from the Power Stations Net Capacity;

or means the RLDC or SLDC or such other load control centre designated by the Procurer(s) from time to time through which the Procurer(s) shall issue Dispatch Instructions to the Seller for supply of power; means the amounts which are due under the Financing Agreements by the Seller to the Lenders, expressed in Rupees (with all amounts denominated in currencies other than Rupees being converted to Rupees at the reference exchange rate, the selling rate in Rupees for the Foreign Currency on the relevant day, as notified by the State Bank of India as its TT Rate at 12:00 noon on the Notice to Proceed); means the net capacity of power supply at the relevant time (expressed in MW) at the Injection Point as declared by the Seller in accordance with the Grid Code and dispatching procedures as per the Availability Based Tariff; in relation to the Procurer(s), shall mean the STU Pooling Point(s) as specified in Schedule 1 of this Agreement; shall have the meaning ascribed thereto in Article 8.3; means any dispute or difference of any kind between a Procurer and the Seller or between the Procurers (jointly) and the Seller, in connection with or arising out of this Agreement including any issue on the interpretation and scope of the terms of this Agreement as provided in Article 13; means any instruction issued by the Procurer(s) through the concerned SLDC / RLDC to the Seller, in accordance with
7

Debt Service

"Declared Capacity"

"Delivery Point" Direct Non-Natural Force Majeure Event Dispute

"Dispatch Instruction"

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

applicable Grid Code and this Agreement; "Due Date" means the thirtieth (30th) day after a Monthly Bill or a Supplementary Bill is received and duly acknowledged by the Procurer(s) (or, if such day is not a Business Day, the immediately succeeding Business Day) by which date such bill is payable by such Procurer(s); shall have the meaning ascribed thereto in Article 2.1; means the Electricity Act, 2003 and the rules and regulations made thereunder from time to time along with amendments thereto and replacements thereof and any other Law pertaining to electricity including regulations framed by the Appropriate Commission; shall have the meaning ascribed to this term under Schedule 4; Shall mean .[Insert date] day of . [Insert month] of .. [Insert last Contract Year] year; means a certificate of the Independent Engineer certifying the result of a Performance Test in accordance with Article 5.5 of this Agreement; shall have the meaning ascribed thereto in Article 8.3 of this Agreement; shall have the meaning ascribed thereto in Grid Code; means the primary fuel used to generate electricity namely .. [Insert name of the fuel as applicable, namely domestic coal, imported coal, domestic (pipeline) gas, or imported gas (RLNG)]; means the agreement(s) entered into between the Seller and the fuel supplier for the purchase, transportation and handling of the Fuel, required for the operation of the Power Station. In case the transportation of the Fuel is not the responsibility of the fuel supplier, the term shall also include the separate agreement between the Seller and the fuel transporter for the transportation of Fuel in addition to the agreement between the Seller and the fuel supplier for the supply of the Fuel; means the Grid Code specified by the Central Commission under Clause (h) of sub-section (1) of Section 79 of the Electricity Act and/or the State Grid Code as specified by the concerned State Commission, referred under Clause (h) of sub-section (1) of Section 86 of the Electricity Act 2003, as applicable; means the Interconnection and Transmission Facilities and any other transmission or distribution facilities through which the Procurer(s) supply electricity to their customers or the transmission company transmits electricity to the Procurer(s);
8

Effective Date Electricity Laws

Energy Charges Expiry Date Final Test Certificate

"Force Majeure" "Forced Outage" Fuel

Fuel Supply Agreement(s) [this definition shall be deleted for Sellers who have hydro projects or captive coal mine based projects as generation source] "Grid Code" / IEGC or State Grid Code

Grid System

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Indirect Non-Natural Force Majeure Event Indian Governmental Instrumentality

shall have the meaning ascribed thereto in Article 8.3; means the Government of India, Governments of State of . [Insert the name(s) of the State(s) in India, where the Procurer(s), the Seller and the Sellers power station are located] or any ministry, department, board, authority, agency, corporation, commission under the direct or indirect control of Government of India or any of the above such State Government(s) or 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 but excluding the Seller and the Procuer(s) but includes the Appropriate Commission(s); means an independent consulting engineering firm or group appointed [Insert jointly in case of multiple Procurers] by the Procurer and the Seller, to carry out the functions in accordance with Article 5.5 of this Agreement; shall mean one of the CTU or STU Pooling Point(s) from the list of points mentioned in Format 5.10 of the RFP and specified by the Selected Bidder in its Bid for each Block; means the facilities on the Procurers side of the Delivery Point for receiving and metering electrical output in accordance with this Agreement and which shall include, without limitation, all other transmission lines and associated equipments, transformers, relay and switching equipment and protective devices, safety equipment and, subject to Article 6, the Metering System required for supply of power. means either a Monthly Invoice, a Supplementary Invoice or a Procurers Invoice; shall have the meaning ascribed thereto in Article 7.3.5; means, 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 all applicable rules, regulations, orders, notifications by an Indian Governmental Instrumentality pursuant to or under any of them and shall include all rules, regulations, decisions and orders of the Appropriate Commission ; shall mean a company who commits at least 51% equity stake in the Project Company and so designated by other Member(s) in Project Company; [Insert this definition only in case the Seller is a Project Company]

Independent Engineer

"Injection Point"

"Interconnection Facilities"

Invoice or Bill Late Payment Surcharge "Law"

Lead Member

. [Insert name of Procurer(s)]

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Lead Procurer Lender(s)

shall have the meaning ascribed thereto in Article 14.1 [Insert this definition only in case of procurement by more than one Procurer]; means the banks, other financial institutions, multilateral agencies, RBI registered non banking financial companies, mutual funds and agents or trustees of debenture / bond holders, including their successors and assignees, who have agreed as on or before commencement of supply of power from the power station to provide the Seller with the senior debt financing described in the Capital Structure Schedule, and any successor banks or financial institutions to whom their interests under the Financing Agreements may be transferred or assigned: Provided that, such assignment or transfer shall not relieve the Seller of its obligations to the Procurers under this Agreement in any manner and shall also does not lead to an increase in the liability of any of the Procurers; shall have the meaning ascribed thereto in Article 7.4.1; shall mean each company in the Project Company; [Insert this definition only in case the Seller is a Project Company]

Letter of Credit or L/C Member

Meters or Metering System

means meters used for accounting and billing of electricity in accordance with Central Electricity Authority (Installation and Operations of Meters) Regulations, 2006, Grid Code and ABT, as amended from time to time; shall have the meaning as ascribed to this term as per the provisions of the Grid Code.

"Maintenance Outage"

Minimum Offtake means guaranteed offtake of [Insert per cent ( %)] of the total Guarantee (Applicable Contracted Capacity for the Procurer or all Procurers taken together, in case of imported as the case may be, during a Contract Year5. coal / imported LNG based projects) "Month" "Monthly Bill" or Monthly Invoice means a period of thirty (30) days from (and excluding) the date of the event, where applicable, else a calendar month; means a monthly invoice comprising Capacity Charges (applicable after Scheduled Delivery Date) and Energy Charges (as applicable), including incentive and penalty, as per Schedule 4 hereof;

Natural Force Majeure shall have the meaning ascribed thereto in Article 8.3. Event Non-Natural Force Majeure Event
5

shall have the meaning ascribed thereto in Article 8.3.

To be decided by the Procurer but needs to be aligned with the prevalent CERC norms . [Insert name of Procurer(s)] 10

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Normative Availability

means . % (.%) [Insert both in terms of figures and numbers respectively, in line with Clause 4.4 of the Bidding Guidelines] Availability of the Contracted Capacity at the Injection Point on Contract Year basis6. shall mean the date on which the Seller shall fulfill the conditions as contained in Article 3.1.1 of this Agreement in accordance with the provisions of this Agreement;

Notice to Proceed or NTP [to be inserted only in case of long term procurement] "Operating Period";

means the period from the Scheduled Delivery Date, until the expiry or earlier termination of this Agreement in accordance with Article 2 of this Agreement; shall mean a company that holds at least twenty six percent (26%) of the paid-up equity capital directly or indirectly in the Seller or in the Member in a Project Company, as the case may be; shall have the meaning ascribed thereto in the Agreement; recital to this

"Operating Procedures" shall have the meaning ascribed thereto in Grid Code; Parent Company orr Parent "Party" and "Parties" Performance Test Preliminary Default Notice Power Station

means the test carried out in accordance with Article 5.5 of this Agreement; shall have the meaning ascribed thereto in Article 10 of this Agreement; means the . [Insert name of generation source specified by the Seller in its Bid] power generation facility of installed capacity of [ ] MW, located in . [Insert name of the District and State]; This includes all Units and components such as associated fuel handling, treatment or storage facilities; water supply, treatment or storage facilities; the ash disposal system including ash dyke [if applicable]; bay/s for transmission system in the switchyard, dam, intake, water conductor system [if applicable] , and all the other assets, buildings/structures, equipments, plant and machinery, facilities and related assets required for the efficient and economic operation of the power generation facility; shall mean the [ ] MW rated net capacity measured at the Power Stations interconnection facilities with the STU/ CTU transmission system; shall mean the company incorporated by the Selected Bidder (to perform the duties of the Seller) to sign this Agreement and supply power to the Procurer(s) as per the terms of this Agreement;

Power Stations Net Capacity Project Company [Insert in case the Selected Bidder is a

6 This shall be aligned to the level specified in the tariff regulations of the Central Electricity Regulatory Commission (CERC) prevailing at the time of the Bid process . This will be Normative capacity index in case of hydro plants.

. [Insert name of Procurer(s)] 11

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Bidding Consortium] "Prudent Utility Practices" 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 necessary, to take account of: a) operation and maintenance guidelines recommended by the manufacturers of the plant and equipment to be incorporated in the power station; b) the requirements of Indian Law; and the physical conditions at the site; shall mean the sum total of Quoted Non Escalable Capacity Charges and Quoted Escalable Capacity Charges (as applicable); shall mean the sum total of Quoted Non Escalable Energy Charges and Quoted Escalable Energy Charge (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable);

Quoted Capacity Charges Quoted Energy Charges Quoted Escalable Capacity Charges Quoted Escalable Energy Charges

Quoted Escalable Fuel shall have the meaning as ascribed thereto in Schedule 8 (as Energy Charges applicable); Quoted Escalable Fuel shall have the meaning as ascribed thereto in Schedule 8 (as applicable); Handling Energy Charges Quoted Escalable Transportation Energy Charges Quoted Non Escalable Capacity Charges Quoted Non Escalable Energy Charges Quoted Non Escalable Fuel Energy Charges Quoted Non Escalable Fuel Handling Energy Charges Quoted Non Escalable Transportation Energy Charges shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable); shall have the meaning as ascribed thereto in Schedule 8 (as applicable);

. [Insert name of Procurer(s)] 12

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Quoted Tariff "RPC"

shall mean the sum total of Quoted Energy Charges and Quoted Capacity Charge; means the relevant Regional Power Committee established by the Government of India for a specific Region in accordance with the Electricity Act, 2003 for facilitating integrated operation of the power system in that Region; means Reserve Bank of India; means as defined in the Grid Code and issued by the relevant RPC secretariat or other appropriate agency for each Week and for each Month (as per their prescribed methodology), including the revisions and amendments thereof; shall have the meaning ascribed thereto in Article 4.2.3; means the relevant Regional Load Dispatch Centre as defined in the Electricity Act, 2003, in the region in which the Seller is located; shall mean Request For Proposal document dated .. [Insert date of the RFP document] issued by .. [Insert name of Procurer/ Authorized Representative] and shall include any modifications, amendments or alterations thereto and clarifications issued regarding the same; shall mean the following documents to be entered into in respect of the procurement, by the parties to the respective agreements: a) b) c) d) PPA; Default Escrow Agreement; and Agreement to Hypothecate cum Deed of Hypothection any other agreement(s) designated as such, from time to time by the . [Insert Procurer / Authorized Representative, as applicable];

RBI "Regional Energy Accounts" or "REA"

Revised Scheduled Delivery Date "RLDC" RFP

RFP Documents

"Rupees" or "Rs." SBAR

means the lawful currency of India; means the prime lending rate per annum applicable for loans with one (1) year maturity as fixed from time to time by the State Bank of India. In the absence of such rate, any other arrangement that substitutes such prime lending rate as mutually agreed to by the Parties;

STU Pooling Point(s) shall mean the point(s) as mentioned in Format 5.10 of the RFP; Scheduled Date Selected Bid Delivery shall have the meaning ascribed thereto in Article 4.2; means the Bid of the Selected Bidder as accepted by the Procurer / Authorized Representative, copy of which is attached herewith and

. [Insert name of Procurer(s)] 13

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

marked as Schedule 10; Selected Bidder "SERC" shall mean the Bidder selected pursuant to the RFP to supply power to the Procurer(s) as per the terms of PPA and other RFP Documents; means the Electricity Regulatory Commission of any State in India constituted under Section-82 of the Electricity Act, 2003 or its successors, and includes a Joint Commission constituted under subsection (1) of Section 83 of the Electricity Act 2003; means scheduled generation as defined in the ABT;

Scheduled Energy or Scheduled Generation "Scheduled Outage" "Settlement Period" SLDC

shall have the meaning ascribed to this term as per the provisions of the Grid Code; means the time block for issue of daily generation and drawl schedules as provided in ABT; means the centre established under Sub-section (1) of Section 86 of the Electricity Act 2003, relevant for the State(s) where the generation source, the Injection Point and the Delievery Point are located; mean the charges levied by any of the relevant SLDCs for the supply of power by the Seller to the Procurer(s); shall mean the Board or the Government Company specified as such by the State Government under Sub-section (1) of Section 39 of the Act; means a bill other than a Monthly Bill raised by any of the Parties in accordance with Article 7; means the payments under Monthly Bills as referred to in Schedule 4 and the relevant Supplementary Bills; means the tariff as computed in accordance with Schedule 4; shall mean the notice given for termination of this Agreement in accordance with relevant Articles of this Agreement; shall have the meaning ascribed thereto in Article 2.2; in relation to the Power Station means the results of the most recent Performance Test carried out in relation to the Power Station in accordance with Article 5.5 of this Agreement; means the agreement(s) executed between . [Insert as applicable the Seller and the CTU / STU / the Procurer(s) and the CTU / STU for evacuation of power up to the Contracted Capacity from the Inejction Point to the Delivery Point; shall mean a company which owns at least twenty six percent (26%)

SLDC Charges State Transmission Utility or STU "Supplementary Bill" "Tariff Payment" "Tariff" Termination Notice "Term of Agreement" Tested Capacity

Transmission Service Agreement

Ultimate Parent

. [Insert name of Procurer(s)] 14

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Company

equity in the Seller or Member of a Project Company, (as the case may be) and such Seller or Member of a Project Company, (as the case may be) shall be under the direct control or indirectly under the common control of such company; Means one steam generator, steam turbine, generator or one hydro generator and associated auxiliaries of the power station; means the lawful currency of United States of America;

Unit US $ or USD or Dollar [for imported fuel only] Unscheduled Interchange or UI "Week" "Wheeling Charges" or Transmission Charges

shall have the meaning ascribed thereto in Rule 24 of the CERC (Terms and Conditions of tariff) Regulations 2004 as amended or revised from time to time; means a calendar week commencing from 00:00 hours of Monday, and ending at 24:00 hours of the following Sunday; mean the charges [Insert as applicable - to be paid by the Seller and reimbursed by the Procurer(s) / paid by the Procurer(s)] as transmission tariff of intervening CTU networks for the transfer of power from the Injection Point upto the Delivery Point, as approved by Appropriate Commission (excluding the charges for the STU network or STU system operator or SLDC Charges, if any). .

1.2

Interpretation

Save where the contrary is indicated, any reference in this Agreement to: 1.2.1 1.2.2 Agreement" shall be construed as including a reference to its Schedules, Appendices and Annexures; An "Article", a "Recital", a "Schedule and a paragraph / clause" shall be construed as a reference to a Recital, an Article, a Schedule and a paragraph/clause respectively of this Agreement. An Affiliate of any Party shall mean a company that either directly or indirectly controls or is controlled by or is under common control of the same person which controls the concerned party; and control means ownership by one company of at least twenty six percent (26%) of the voting rights of the other company. A crore means a reference to ten million (10,000,000) and a lakh means a reference to one tenth of a million (1,00,000); An "encumbrance" shall be construed as a reference to a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect.

1.2.3

1.2.4 1.2.5

. [Insert name of Procurer(s)] 15

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

1.2.6

"holding company" of a company or corporation shall be construed as a reference to any company or corporation of which the other company or corporation is a subsidiary; indebtedness shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent; A "person" shall be construed as a reference to any person, firm, company, corporation, society, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees and permitted assigns in accordance with their respective interests. "Rupee", "Rupees" and Rs. shall denote lawful currency of India;

1.2.7

1.2.8

1.2.9

1.2.10 "subsidiary" of a company or corporation (the holding company) shall be construed as a reference to any company or corporation: a) which is controlled, directly or indirectly, by the holding company, or b) more than half of the issued share capital of which is beneficially owned, directly or indirectly, by the holding company, or c) which is a subsidiary of another subsidiary of the holding company, d) for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body; 1.2.11 The "winding-up", "dissolution", "insolvency", or "reorganization" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection or relief of debtors. 1.2.12 Words importing the singular shall include the plural and vice versa. 1.2.13 This Agreement itself or any other agreement or document shall be construed as a reference to this or to such other agreement or document as it may have been, or may from time to time be, amended, varied, novated, replaced or supplemented. 1.2.14 A Law shall be construed as a reference to such Law including its amendments or reenactments from time to time. 1.2.15 A time of day shall, save as otherwise provided in any agreement or document be construed as a reference to Indian Standard Time. 1.2.16 Different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency between or among the
. [Insert name of Procurer(s)] 16

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parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part. 1.2.17 The tables of contents and any headings or sub-headings in this Agreement have been inserted for ease of reference only and shall not affect the interpretation of this Agreement. 1.2.18 All interest payable under this Agreement shall accrue from day to day and be calculated on the basis of a year of three hundred and sixty five (365) days. 1.2.19 The words hereof or herein, if and when used in this Agreement shall mean a reference to this Agreement. 1.2.20 The contents of Schedule 10 shall be referred to for ascertaining accuracy and correctness of the representation made by the Selected Bidder / Sellerin Article 21.2.1(vi) of Schedule 7 hereof.

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

2 2.1 2.1.1 2.2 2.2.1

ARTICLE 2 : TERM OF AGREEMENT Effective Date The Agreement shall come into effect from the date of execution of this Agreement by the Parties and delivered by last of all the Parties. Term of Agreement This Agreement shall come into effect from the Effective Date. This Agreement shall be valid for a term commencing from the Effective Date until the Expiry Date ("Term of Agreement"), unless terminated earlier pursuant to Article 2.3. Upon the occurrence of the Expiry Date, this Agreement shall, subject to Article 1.1, automatically terminate, unless mutually, extended by all the Parties on mutually agreed terms and conditions, at least (.) days [Insert the number of days number of days in case of medium term procurement to be ninety (90) days and in case of long term procurement, to be one hundred and eighty (180) days prior to the Expiry Date], subject to approval of the [Insert name of the SERC(s) of the State(s) where the Procurer(s) are located, as applicable]. Early Termination This Agreement shall terminate before the Expiry Date: i. if either .. [Insert as applicable - the Procurer (in case of a single Procurer) / all the Procurers (jointly) (in case of joint procurement by more than one Procurer)] or the Seller exercise a right to terminate, pursuant to Article 4.7.3, Article 10.4.5 or Schedule 7 of this Agreement or any other provision of this Agreement; or

2.3 2.3.1

ii. in such other circumstances as the Seller and [Insert as applicable - the Procurer (in case of a single Procurer) / all the Procurers (jointly) (in case of joint procurement by more than one Procurer)] may agree, in writing. 2.4 2.4.1 Survival The expiry or termination of this Agreement shall not affect any accrued rights, obligations and liabilities of the Parties under this Agreement, including the right to receive liquidated damages as per the terms of this Agreement, nor shall it effect 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 3.4.2, Article 8 (Force Majeure), Article 10 (Events of Default and Termination), Article 11 (Liability and Indemnification), Article 13 (Governing Law and Dispute Resolution) including Article 13.3.2, Article 14 (Miscellaneous Provisions), and other Articles and Schedules of this Agreement

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which expressly or by their nature survive the term or termination of this Agreement shall continue and survive any expiry or termination of this Agreement.

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

ARTICLE 3 : CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER/ PROCURER(S) Satisfaction of conditions subsequent by the Seller [The following Article to be inserted only in case of long term procurement] The Seller agrees and undertakes to duly perform and complete the following activities at the Sellers own cost and risk within () months [Insert number of months, as applicable] from the Effective Date, unless such completion is affected by any Force Majeure event or if any of the activities is specifically waived in writing by the Procurer(s): a) The Seller shall have executed Fuel Supply Agreement and provided a copy of the same to the Procurer(s) [this condition shall be removed in case the generation source, chosen by the Seller is a captive coal-mine based thermal plant or a hydro-electric plant]. b) [Insert where the Seller is responsible to arrange for obtaining necessary transmission linkage] The Seller shall have obtained necessary permission for long term Open Access for the transmission system from the Injection Point up to the Delivery Point; c) [Insert where the Seller is responsible to arrange for obtaining necessary transmission linkage] The Seller shall have executed the Transmission Service Agreement with the CTU / STU [select whichever is applicable] for transmission of power from the Injection Point up to the Delivery Point and provided a copy of the same to the Procurer(s); d) The Seller shall have awarded the Engineering, Procurement and Construction contract (EPC contract) or main plant contract for boiler, turbine and generator (BTG), for setting up of the power station and shall have given to such contractor an irrevocable NTP; e) The Seller shall have sent a written notice to all the Procurer(s) indicating the Contracted Capacity and total installed capacity for each unit and for the power station as a whole expressed in MW in the provisio at (d) above. f) The Seller shall have achieved Financial Closure; g) The Seller shall have provided an irrevocable letter to the Lenders duly accepting and acknowledging the rights provided to the Lenders under the terms of this PPA and all other RFP Documents OR. [The following Article to be inserted only in case of medium term procurement] The Seller agrees and undertakes to duly perform and complete the following activities at the Sellers own cost and risk within () months [Insert number of months, as applicable] from the Effective Date, unless such completion is affected by any Force Majeure event or if any of the activities is specifically waived in writing by the Procurer(s):
. [Insert name of Procurer(s)] 20

3.1 3.1.1

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

a. The Seller shall have executed Fuel Supply Agreement and provided a copy of the same to the Procurer(s) [this condition shall be removed in case the generation source, chosen by the Seller is a captive coal-mine based thermal plant or a hydro-electric plant]. b. [Insert where the Seller is responsible to arrange for obtaining necessary transmission linkage] The Seller shall have obtained necessary permission for medium term Open Access for the transmission system from the Injection Point up to the Delivery Point; c. [Insert where the Seller is responsible to arrange for obtaining necessary transmission linkage] The Seller shall have executed the Transmission Service Agreement with the CTU / STU [select whichever is applicable] for transmission of power from the Injection Point up to the Delivery Point and provided a copy of the same to the Procurer(s);

d. The Seller shall have sent a written notice to all the Procurer(s) indicating the Contracted Capacity and total installed capacity for each unit and for the power station as a whole expressed in MW. 3.2 3.2.1 Satisfaction of conditions subsequent by the Procurer(s) The Procurer(s) agree(s) and undertake(s) to duly perform and complete the following activities at the Procurers own cost and risk within () months [Insert number of months, as applicable] from the Effective Date, unless such completion is affected by any Force Majeure event or if any of the activities is specifically waived in writing by the Seller: a) [Insert where the Procurer(s) is responsible to arrange for obtaining necessary transmission linkage] The Procurer(s) shall have obtained necessary permission for medium term Open Access for the transmission system from the Injection Point up to the Delivery Point; b) [Insert where the Procurer(s) is responsible to arrange for obtaining necessary transmission linkage] The Procurer(s) shall have executed the Transmission Service Agreement with the CTU / STU [select whichever is applicable] for transmission of power from the Injection Point up to the Delivery Point and provided a copy of the same to the Seller; c) The Procurer(s) shall have obtained the order of the [Insert name(s) of the Commission(s) in the State(s) in which the Procurer(s) are located] for adoption of the tariff under Section 63 of the Electricity Act 2003 and given a copy of the same to the Seller; d) The Procurer(s) shall have have provided an irrevocable letter to the Lenders, duly accepting and acknowledging the rights provided to the Lenders under the terms of this PPA and all other RFP Documents

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

3.3 3.3.1

[To be inserted only in case of long term procurement] Joint responsibilities of the Procurer(s) and the Seller The . [Insert as applicable Procurer / Procurers (jointly)] and the Seller shall have jointly agreed on the specific Scheduled Delivery Date(s) with Contracted Capacity to be commenced from such date(s) in terms of Article 1.1 of this Agreement. Consequences of non-fulfillment of conditions subsequent If any of the conditions specified in Article 3.1 is not duly fulfilled by the Seller, even . [Insert as applicable three (3) months in case of long term procurement/ one (1) monthin case of medium term] after the time specified under Article 3.1, then on and from the expiry of such period and until the Seller has satisfied all the conditions specified in Article 3.1, the Seller shall, on weekly basis, be liable to furnish to the Procurers additional Contract Performance Guarantee from any of the banks in the list of banks provided in Schedule 11 of this Agreement, of Rs. . [Insert Amount not less than that derived on the basis of Rs. 1.50 lakhs per MW of Contracted Capacity], which has been provided [Insert as applicable: to the Procurer / separately to each of the Procurers separately to each of the Procurers for the amount calculated pro-rata (and rounded off to .. [insert amount]) with the principle that amounts below Rupees . [insert amount] shall be rounded down and amounts of Rupees . [insert amount] and above shall be rounded up) in the ratio of Allocated Contracted Capacities], within two (2) business days of expiry of every such week. Such additional Contract Performance Guarantee shall also be valid till the end of the Term of Agreement, and the Procurer(s) shall be entitled to hold and/ or invoke the Contract Performance Guarantee, including such increased Contract Performance Guarantee, in accordance with the provisions of this Agreement. Subject to Article 3.4.3, if: (i) fulfillment of any of the conditions specified in Article 3.1 is delayed beyond the period of . [three (3) months in case the Scheduled Delivery Date is more than 5 years from Effective Date/ one (1) month in case of medium term procurement] after the date specified in Article 3.1 above, and the Seller fails to furnish the additional Contract Performance Guarantee to the Procurer(s) in accordance with Article 3.4.1 hereof; or the Seller furnishes additional Contract Performance Guarantee to the Procurers in accordance with Article 3.4.1 hereof but fails to fulfill the conditions specified in Article 3.1 for a period of [six (6) months in case the Scheduled Delivery Date is more than 5 years from Effective Date/ two (2) months otherwise] beyond the period specified in Article 3.1 above,

3.4 3.4.1

3.4.2

(ii)

[Insert as applicable: the Procurer / all the Procurers (jointly)] shall have the right to terminate this Agreement by giving a Termination Notice to the Seller in writing of at least seven (7) days.

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

If the Procurer(s) or the Seller elect to terminate this Agreement in the event specified in the preceding paragraph of this Article, the Seller shall be liable to pay to the Procurer(s) an amount of Rupees .. [Insert amount not less than that derived on the basis of Rs. 40.00 lakhs per MW of the Contracted Capacity] only as liquidated damages. The Procurers shall be entitled to recover this amount of liquidated damages by invoking the Contract Performance Guarantee and shall then return the balance Contract Performance Guarantee, if any, to the Seller. If the Procurers are unable to recover the amount of liquidated damages or any part thereof from the Contract Performance Guarantee, the amount of liquidated damages not recovered from the Contract Performance Guarantee, if any, shall be payable by the Seller to the Procurer(s) within ten (10) days from the date of termination of the Agreement. It is clarified for removal of doubt that this Article shall survive the termination of this Agreement. 3.4.3 In case of inability of the Seller to fulfill the conditions specified in Article 3.1 due to any Force Majeure event, the time period for fulfillment of the Conditions Subsequent as mentioned in Article 3.1, shall be extended for the period of such Force Majeure event, subject to a maximum extension period of . Months [Insert ten (10) months in case of long term procurement / two (2) months in case of medium term procurement], continuous or non-continuous in aggregate. Thereafter, this Agreement may be terminated by either the . [Insert Procurer / Procurers (jointly), as applicable] or the Seller by giving a Termination Notice of at least seven (7) days, in writing to the other Party. In case of inability of the Procurer(s) to perform the activities specified in Article 3.2 within the time period specified therein, otherwise than for the reasons directly attributable to the Seller or Force Majeure event, the time period for the fulfillment of condition subsequent by the Seller as mentioned in Article 3.2 would be extended on a day for day basis, equal to the additional time which may be required by the Procurer(s) to complete the activities mentioned in Article 3.2, subject to a maximum additional time period of six (6) months. Thereafter, this Agreement may be terminated by the Seller at its option, by giving a Termination Notice of at least seven (7) days, in writing to the Procurer(s). If the Seller elects to terminate this Agreement, the Procurer(s) shall, within a period of thirty (30) days, the Procurer(s) shall release the Contract Performance Guarantee of the Seller forthwith. In addition, the Procurer(s) shall pay to the Seller as liquidated damages, a sum equivalent to five percent (5%) of the value of the Contract Performance Guarantee. No Tariff adjustment shall be allowed on account of any extension of time arising under any of the sub-articles of Article 3.4; Provided that due to the provisions of Articles 3.4.3 and 3.4.4, any increase in the time period for completion of conditions subsequent mentioned under Article 3.1, shall also lead to an equal extension in the Scheduled Delivery Date.

3.4.4

3.4.5

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3.5 3.5.1

[To be inserted only in case of long term procurement] Reduction in the amount of Contract Performance Guarantee On successful supply of power as per the terms of this Agreement for a duration of .. [Insert half the number of total number of Contract Years] years from the Scheduled Delivery Date, the value of the Contract Performance Guarantee shall be reduced by an aggregate amount of Rupees [Insert amount calculated at Rs. 15 lakhs per MW of the total Contracted Capacity]. The Seller shall thereafter provide such reduced Contract Performance Guarantee to . [Insert the Procurer or to each of the Procurers in the ratio of their then respective Allocated Contracted Capacities and rounded off to the nearest Rupees [Insert amount] with the principle that amounts below Rupees .. [Insert amount] shall be rounded down and amounts of Rupees ..[Insert amount] and above shall be rounded up, as applicable], in lieu of the Contract Performance Guarantee, of an amount of Rupees . [Insert amount calculated at Rs. 30 lakhs per MW of the total Contracted Capacity]. Renewal of Performance Guarantee The Seller shall ensure the extension of the validity period of the Contract Performance Guarantee to the Procurer(s) before a date, which is thirty (30) days prior to the expiry of the then existing validaity of the Contract Performance Guarantee. If such extended Contract Performance Guarantee is not received as per the date specified above, the Procurer(s) shall have the right to encash the then exisiting Contract Performance Guarantee.

3.6 3.6.1

3.6.2

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

4 4.1 4.1.1

ARTICLE 4 : COMMENCEMENT OF SUPPLY OF POWER Commencement of Supply of Power to Procurer(s) The Seller is responsible, at its own cost and risk, the commencement of supply of power, up to the Contracted Capacity, to the Procurer(s) no later than the Scheduled Delivery Date. Scheduled Delivery Date The Scheduled Delivery Date is [insert the date specified by the Procurer / Authorized Representative in the RFP], when the Seller shall cause commencement of the entire Contracted Capacity to the Procurer(s) at the Delivery Point in accordance with the provisions of this Agreement and the Law, failing which the Procurer(s) shall have the right to terminate the Agreement in accordance with the provisions Article 10. However, the Seller and the Procurer(s) can mutually agree, not later that [Insert number of months] months from the Effective Date, for commencement of supply of power in a phased manner, on a date earlier than the Scheduled Delivery Date (not being earlier than two (2) years in case of long term power procurement, and three (3) months in case of medium term power procurement) depending upon the Unit size and configuration of the Power Station and the period required for commissioning the relevant units, subject to a maximum gap of a period of .. (..) months [Procurer / Authorized Representative to insert the number of months depending upon the size and configuration of the Power Station] between commissioning of each Unit. The Scheduled Delivery Date(s) as mutually agreed in writing between the Seller and the Procurer(s) pursuant to Article 4.2.2 shall be considered the Revised Scheduled Delivery Date(s) for the purpose of this Agreement. Sellers Obligations Subject to the terms and conditions of this Agreement, the Seller undertakes to be responsible, at Sellers own cost and risk, for the following activities: a) The Seller shall provide on a timely basis, all relevant information to the Procurer/s which may be required for receiving power at the Delivery Point; and b) [Insert in case the Seller is responsible for obtaining open access] The Seller shall be responsible for availability of the transmission capacity from the Injection Point to the Delivery Point; c) The Seller shall fulfill all obligations undertaken by him under this Agreement.

4.2 4.2.1

4.2.2

4.2.3

4.3 4.3.1

4.4 4.4.1

Procurer(s) Obligations Subject to the terms and conditions of this Agreement, the Procurer(s) shall undertake to be responsible, at the Procurers own cost and risk, for the following activities:

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a) Ensure the availability of Interconnection Facilities and evacuation of power from the Delivery Point before the Scheduled Delivery Date; b) The Procurer shall be responsible for payment of the Transmission Charges and applicable RLDC and SLDC charges; c) [Insert in case the Procurer is responsible for obtaining open access] The Procurer shall be responsible for availability of the transmission capacity from the Injection Point to the Delivery Point; d) The Procurer shall make all reasonable arrangements for the evacuation of the Infirm Power from the Power Station; subject to the availability of transmission capacity; and e) The Procurer shall fulfill all obligations undertaken by them under this Agreement. 4.5 4.5.1 Purchase and sale of Available Capacity and Scheduled Energy Subject to the terms and conditions of this Agreement, the Seller undertakes to sell to the Procurers, and the Procurers undertake to pay Tariff for all of the Available Capacity up to the Contracted Capacity and Scheduled Energy, throughout the term of this Agreement. Unless otherwise instructed by all the Procurers (jointly), the Seller shall sell all the Available Capacity up to the Contracted Capacity to each Procurer in proportion of each Procurers then existing Allocated Contracted Capacity pursuant to Dispatch Instructions. Right to Contracted Capacity and Scheduled Energy Subject to other provisions of this Agreement, the entire Contracted Capacity shall at all times be for the exclusive benefit of the Procurer(s) and the Procurer(s) shall have the exclusive right to purchase the entire Contracted Capacity from the Seller. The Seller shall not grant to any third party or allow any third party to obtain any entitlement to the Contracted Capacity and/or Scheduled Energy. Notwithstanding Article 4.6.1, the Seller shall be permitted to sell power, being a part of the Available Capacity to third parties if a) there is a part of Available Capacity which has not been Dispatched by the Procurer, ordinarily entitled to receive such part (Concerned Procurer); and b) [Insert further in case of multiple procurers such part has first been offered, at the same Tariff, to the other Procurer(s) (by the RLDC and/or the Seller), who were not ordinarily entitled to receive such part and they have chosen to waive or not to exercise their first right to receive such part of the Available Capacity within two (2) hours of being so offered the opportunity to receive such part.] 4.6.3 [Insert in case of multiple Procurers] If a Procurer does not avail of power up to the Available Capacity provided by the Seller corresponding to such Procurers Allocated Contracted Capacity, and the provisions of Article 4.6.2 have been complied with, the

4.5.2

4.6 4.6.1

4.6.2

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Seller shall be entitled to sell such Available Capacity not procured, to any person without losing the right to receive the Capacity Charges from the Concerned Procurer for such unavailed Available Capacity. In such a case, the sale realization in excess of Energy Charges, shall be equally shared by the Seller with the Concerned Procurer. In the event, the Seller sells such Available Capacity to any direct or indirect Affiliate of the Seller/ shareholders of the Seller without obtaining the prior written consent of the Procurer, the Seller shall be liable to sell such Available Capacity to such entity at Tariffs being not less than the Tariff payable by the relevant Procurer whose capacity is being sold pursuant to this Article. If more than one Procurers do not avail fully of their Allocated Contracted Capacity, provisions of this Article shall be applicable to them mutatis mutandis and in such case, fifty percent (50%) of the excess over Energy Charges recovered by the Seller from sale to third party shall be retained by the Seller and the balance fifty percent (50%) shall be provided by the Seller to the Concerned Procurer(s) in the ratio of their Available Capacity not dispatched by such Concerned Procurer(s) and sold by the Seller to third parties. During this period, the Seller will also continue to receive the Capacity Charges from such Procurers. 4.6.4 [Insert in case of multiple Procurers] Upon the Procurers or any Procurer who has not availed of the Available Capacity, as envisaged under this Article, intimating to the Seller of its intention and willingness to avail of the part of the Available Capacity not availed of and therefore sold to the third party, the Seller shall, notwithstanding anything contained in the arrangement between the Seller and said third party, commence supply of such capacity to the Concerned Procurer(s) from the later of two (2) hours from receipt of notice in this regard from the Concerned Procurer(s) or the time for commencement of supply specified in such notice. [Insert in case of a single Procurer] If the Procurer does not avail of power up to the Available Capacity provided by the Seller corresponding to the Contracted Capacity, and the provisions of Article 4.6.2 have been complied with, the Seller shall be entitled to sell such Available Capacity not procured, to any person without losing the right to receive the Capacity Charges from the Procurer for such unavailed Available Capacity. In such a case, the sale realization in excess of Energy Charges, shall be equally shared by the Seller with the Procurer. In the event, the Seller sells such Available Capacity to any direct or indirect Affiliate of the Seller/ shareholders of the Seller without obtaining the prior written consent of the Procurer, the Seller shall be liable to sell such Available Capacity to such entity at Tariffs being not less than the Tariff payable by the Procurer. During this period, the Seller will continue to receive the Capacity Charges from the Procurer. [Insert in case of a single Procurer] Upon the Procurers intimating to the Seller of its intention and willingness to avail of the part of the Available Capacity not availed of and therefore sold to the third party, the Seller shall, notwithstanding anything contained in the arrangement between the Seller and said third party, commence supply of such capacity to the Procurer from the later of two (2) hours from receipt of notice in this regard from the Procurer or the time for commencement of supply specified in such notice. The sale under Unscheduled Interchange shall not be considered as sale to third party for the purposes of this Agreement.

4.6.5

4.6.6

4.6.7

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

4.7 4.7.1

Extensions of Time In the event that the Seller is prevented from performing its obligations under Article 4.1.1 by the Scheduled Delivery Date, due to: a) any Procurer Event of Default; or b) Force Majeure Events affecting the Procurer, or c) Force Majeure Events affecting the Seller, the Scheduled Delivery Date and the Expiry Date shall be deferred, subject to the limit prescribed in Article 4.7.3, for a reasonable period but not less than day for day basis, to permit the Seller or the Procurer(s) through the use of due diligence, to overcome the effects of the Force Majeure Events affecting the Seller or the Procurer(s), till such time such default is rectified.

4.7.2

If the Parties have not agreed, within thirty (30) days after the affected Partys performance has ceased to be affected by the relevant circumstance, on how long the Scheduled Delivery Date or the Expiry Date should be deferred by, any Party may raise the Dispute to be resolved in accordance with Article 13. In case of extension occurring due to reasons specified in Article 4.7.1(a), the original Scheduled Delivery Date of the Seller would not be extended by more than [twelve (12) months in case of long term procurement/ two (2) months in case of medium term procurement] or the date on which the Seller elects to terminate this Agreement, whichever is later. As a result of such extension, the dates newly determined shall be deemed to be the Scheduled Delivery Date and the Expiry Date for the purposes of this Agreement. Liquidated Damages for delay in commencement of supply of power to Procurer(s) If the Seller is unable to commence supply of power to the Procurer(s) by the Scheduled Delivery Date, other than for the reasons specified in Article 4.7.1, the Seller shall pay to Procurer [insert further as applicable each Procurer] Liquidated Damages, proportionate to their then existing Allocated Contracted Capacity, for the delay in such commencement of supply of power and making the Contracted Capacity available for dispatch by such date. The sum total of the liquidated damages payable by the Seller to the Procurer(s) for such delayed supply shall be calculated as follows: SLDb = [CC * d * DR1], SLDb = [CC * 60 * DR1] + [CC * (d - 60 ) * DR2], where: a) SLDb are the liquidated damages payable by the Seller during the period beginning with the day from the Scheduled Delivery Date up to and including the day on which supply of power to the Procurer(s) actually commences; b) CC is the Contracted Capacity; if d <= 60 if d > 60

4.7.3

4.7.4 4.8 4.8.1

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c) d is the number of days in the period beginning with the day after the Scheduled Delivery Date up to and including the day on which supply of power to the Procurer(s) actually commences; d) DR1 is Rs. Ten Thousand (10,000) of damages per MW per day of delay in case d is equal to or less than 60 days and DR2 is Rs. Fifteen Thousand (15,000) of damages per MW per day of delay in case d is more than 60 days. 4.8.2 The Sellers maximum liability under this Article 4.8 shall be limited to the amount of liquidated damages calculated in accordance with Article 4.8.1 for and up to [twelve (12) months in case of long-term procurement / two (2) months in case of medium term procurement] of delay for commencement of supply of power from the Scheduled Delivery Date. Provided that in case of failure of the Seller to start supply of power to Procurers even after expiry of [twelve (12) months in case of long-term procurement / two (2) months in case of medium term procurement] from its Scheduled Delivery Date, the provisions of Article 10 shall apply. 4.8.3 The Seller shall pay the amount calculated pursuant to Article 4.8.1 to the Procurers within ten (10) days of the earlier of: a) the date on which the supply of power to the Procurers is actually started, or b) expiry of the [twelve (12) months in case of long-term procurement / two (2) months in case of medium term procurement] period mentioned in Article 4.8.2. 4.8.4 If the Seller fails to pay the amount of Liquidated Damages within the said period of ten (10) days, the Procurers shall be entitled to recover the said amount of the liquidated damages by invoking the Contract Performance Guarantee. If the then existing Contract Performance Guarantee is for an amount which is less than the amount of the liquidated damages payable by the Seller to the Procurers under this Article 4.8, then the Seller shall be liable to forthwith pay the balance amount. The Parties agree that the formula specified in Article 4.8.1 for calculation of liquidated damages payable by the Seller under this Article 4.8, read with Article 10 is a genuine and accurate pre-estimation of the actual loss that will be suffered by the Procurers in the event of Sellers delay in starting supply of power by the Scheduled Delivery Date. If the Seller is unable to start supply of power to the Procurer(s) by the [Insert as applicable Scheduled Delivery Date or Revised Scheduled Delivery Date] other than for the reasons specified in Article 4.7.1, the Seller shall pay to Procurer [insert further if applicable or each Procurer] Liquidated Damages, proportionate to their then existing Allocated Contracted Capacity, for delay in making the Contracted Capacity available for dispatch by such date. The sum total of the Liquidated Damages payable by the Seller to the Procurer(s) for such delay in commencement in supply of power shall be equivalent to the damages payable by the Procurer(s) to the CTU/STU (as the case may be) for the period of delay, as per the terms of agreement as may be entered by the Procurer(s) with CTU/ STU for establishment of transmission system from the Injection Point. Provided however, the Liquidated

4.8.5

4.8.6

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Damages payable by the Seller to the Procurer(s) in case of delay under this Article 1.1.1 shall not be more than twenty percent (20%) of Liquidated Damages computed in the manner mentioned in Article 4.8.1. Provided further, in case of delay beyond Scheduled Delivery Date, the provisions of Article 4.8.1 to 4.8.5 will apply for such delay beyond Scheduled Delivery Date. 4.9 4.9.1 Liquidated Damages for delay due to Procurer Event of Default and Non Natural Force Majeure Events and Natural Force Majeure Event (affecting the Procurer) If the Seller does not provide supply of power to a Procurer by the Scheduled Delivery Date, due to a Procurer Event of Default or due to Non Natural Force Majeure Event or (Natural Force Majeure affecting the Procurer) provided such Non Natural Force Majeure Event or (Natural Force Majeure affecting the Procurer) has continued for a period of more than three (3) continuous or non-continuous Months, the Seller shall, until the effects of the Procurer Event of Default or of Non Natural Force Majeure Event or (Natural Force Majeure affecting the Procurer) no longer prevent the Seller from providing supply of power to the Procurer, be deemed to have an Available Capacity equal to the [Insert as applicable Contracted Capacity or Allocated Contracted Capacity] and to this extent, be deemed to have been providing supply of power with effect from the [Insert as applicable Scheduled Delivery Date or Revised Scheduled Delivery Date], and shall be treated as follows. a) In case of delay on account of the Procurer Event of Default, the Procurer(s) shall make payment to the Seller of Capacity Charges calculated on Normative Availability of [Insert as applicable Contracted Capacity or Allocated Contracted Capacity] for and during the period of such delay. Provided however, if the Seller is unable to commence supply by its [Insert as applicable Scheduled Delivery Date or Revised Scheduled Delivery Date] due to unavailability of transmission system, the Procurer(s) shall make payment to the Seller of an amount equivalent to the amounts paid by the CTU/ STU (as the case may be) to the Procurer(s) as per the terms of agreement to be entered into by the Procurer(s) with CTU/ STU for establishment of transmission system for the period of delay up to [Insert as applicable Scheduled Delivery Date or Revised Scheduled Delivery Date]. b) In case of delay due to Direct and Indirect Non Natural Force Majeure Events or (Natural Force Majeure affecting the Procurer/s), the Procurer shall make payment to the Seller of Capacity Charges calculated on Normative Availability of [Insert as applicable Contracted Capacity or Allocated Contracted Capacity] for the period of such events in excess of three (3) continuous or non-continuous Months. c) In case of delay due to Direct and Indirect Non Natural Force Majeure Events (or Natural Force Majeure affecting the Procurer/s), the Procurer shall be liable to make payments mentioned in (b) above, after commencement of supply of power, in the form of an increase in Capacity Charges. Provided such increase in Capacity Charges shall be determined by Appropriate Commission on the basis of putting the Seller in the same economic position as the Seller would have been in case the Seller had been paid amounts mentioned in (b) above in a situation where the Force Majeure Event had not occurred.
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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

For the avoidance of doubt, it is specified that the charges payable under this Article 4.9.1 shall be paid by the Procurer(s) in proportion to their then Allocated Contracted Capacity. 4.9.2 In every case referred to in Article 4.9.1 hereinabove, the Seller shall be in a position to provide supply of the Contracted Capacity to the Procurers as soon as reasonably practicable [and in no event later than two (2) weeks or such longer period as mutually agreed between the Seller and the Procurers (jointly)] after the point at which it is no longer prevented from doing so by the effects of Force Majeure Events or Procurer Event of Default (as appropriate). If the Seller is unable to provide supply of the Contracted Capacity in such a situation, then: a) the Seller shall repay to the Procurers, all sums received by way of Capacity Charge for the deemed supply of power with interest at the same rate as Late Payment Surcharge; and b) If the Seller fails to provide supply of power to Procures by the Scheduled Delivery Date, it shall also pay liquidated damages to the Procurer calculated in accordance with Article 4.8. 4.10 Limit on amounts payable due to default

4.10.1 The Parties expressly agree that the Procurers only liability for any loss of profits or any other loss of any other kind or description whatsoever (except claims for indemnity under Article 11), suffered by the Seller by reason of the Procurers failure to meet its obligations under Article 4.4.1 shall be to pay the Seller the amounts specified in Article 4.9 and Article 10. 4.10.2 Similarly, Sellers only liability for any loss suffered by the Procurers of any kind or description whatsoever (except claims for indemnity under Article 11), by reason of the Sellers failure to meet its obligation of providing supply of power on the Scheduled Delivery Date, shall be as per Article 4.8 and Article 10. 4.11 Transmission Losses

4.11.1 The Seller acknowledges and agrees that all or any transmission losses in relation to the supply of the Contracted Capacity up to the Injection Point shall be charged to their account. Any revision in the notified transmission losses up to the Injection Point shall be borne by the Seller. 4.11.2 Transmission losses, beyond the Injection Point upto the Delivery Point would be borne by the Procurer(s), and any change in the quantum of power lost on account of transmission loss would be to the account of the Procurer(s). Additionally, any revision in the notified transmission losses by the concerned regulatory authority beyond the Delivery Point shall also be borne by the Procurer(s).

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

5 5.1 5.1.1

ARTICLE 5: CAPACITY, AVAILABILITY AND DISPATCH Obligation to Supply the Contracted Capacity Notwithstanding any Scheduled Outage or Unscheduled Outage of the generating unit(s) and /or of the transmission system, the Seller shall offer for sale the Contracted Capacity to the Procurer(s) at the Injection Point. Allocation of Generation Capacity The Seller shall provide [Insert number] % of the Power Stations Net Capacity to the Procurer(s) as per the terms of this Agreement. Availability The Seller shall comply with the provisions of the applicable Law regarding Availability including, in particular, to the provisions of the ABT and Grid Code relating to intimation of Availability and the matters incidental thereto. In case the Contracted Capacity of a Unit/ Contracted Capacity as a whole is a part of the installed capacity of a power station; in the event of Availability from the power station in a Settlement Period being less than Normative Availability, the Allocated Contrated Capacity available to the Procurer(s) for dispatch shall be reduced proportionately. However, the Seller has the option to offer more than such reduced Allocated Contrated Capacity for dispatch by the Procurer(s). Dispatch The Seller shall comply with the provisions of the applicable Law regarding Dispatch Instructions, in particular, to the provisions of the ABT and Grid Code relating to Dispatch and the matters incidental thereto. The Seller further agrees that the Availability entitled to the Procurer(s) for dispatch over any Settlement Period cannot be offered to any third party other than for conditions under Article 4.6.1. The Seller authorises the RLDC/ SLDC to regulate its supply to any third party in case conditions under Articles 5.3.2 and 5.4.2 are not honoured by the Seller. Performance Tests The Procurer/(s) [Insert (jointly), in case of multiple Procurers] may from time to time during the Operating Period, but only if the Available Capacity has not been one hundred percent (100%) of the Contracted Capacity even for one continuous period of at least three (3) hours during any last three (3) continuous months, require the Seller to demonstrate the Power Stations net Tested Capacity by carrying out a Performance Test in accordance with this Article 5.5. Provided that if the Tested Capacity after such test is less than one hundred percent (100%) of the Power Stations Net Capacity (as existing on the Effective Date), the Seller shall also have a right to conduct not more than two Performance Tests within a period six months, by giving a notice of not less than fifteen (15) days to the Procurer/(s) for each such test. Provided that the Procurer/(s) shall have a right to require deferment of each such re-tests for a period

5.2 5.2.1 5.3 5.3.1

5.3.2

5.4 5.4.1

5.4.2

5.5 5.5.1

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

not exceeding five (5) days, without incurring any liability for such deferment, if the Procurer/(s) are unable to provide evacuation of power to be generated, due to reasons outside the reasonable control of the Procurer/(s) or due to inadequate demand in the Grid. 5.5.2 The Procurer/(s) [Insert (jointly), in case of multiple Procurers] shall give the Seller not less than seven (7) days advance written notice of the time when a Performance Test of the Power Station is to begin. A Performance Test may not be scheduled for any period when a unit of the Power Station is due to undergo a Scheduled Outage. The Procurer/(s) [Insert (jointly), in case of multiple Procurers] and Seller shall jointly appoint the Independent Engineer to monitor the Performance Test and to certify the results. If the Seller wishes to take any unit of the Power Station or the Power Station, out of service for repair before a Performance Test, it shall inform [Insert the Procurer in case of single Procurer and all the Procurers in case of multiple Procurers] in writing before its scheduled start of the repairs and the estimated time required to complete the repairs. The Parties shall then schedule a maintenance outage in accordance with the Grid Code to enable the Seller to carry out those repairs and in such a case, the Procurer/(s), requiring the Performance Test, shall defer the Performance Test until such unit or the Power Station is returned to service following that maintenance outage. The Procurer/(s) requiring the Performance Test, may [Insert jointly for multiple Procurers], for reasonable cause, defer any Performance Test for up to fifteen (15) days from the date originally notified to the Seller in accordance with Article 5.1.2 if such Procurer/(s) [Insert jointly for multiple Procurers] notify the Seller in writing at least one (1) day before the Performance Test starts of the reason for the deferral and when the test is to be rescheduled. Provided that, such deferment at the joint request of the Procurers shall be permitted only once in respect of each of the Repeat Performance Tests. 5.5.6 The Seller (individually), the Procurer(s) [Insert jointly for multiple Procurers] and the Independent Engineer (individually) shall each have the right to designate qualified and authorised representatives (but not more than three each) to monitor the Performance Test. Testing and measurement procedures applied during the Performance Test shall be in accordance with the codes, practices of procedures as generally/normally applied for the Performance Tests. Within five (5) days of a Performance Test, the Seller shall provide [Insert each of in case of multiple Procurers] the Procurer(s) and the Independent Engineer with copies of the detailed test results.

5.5.3

5.5.4

5.5.5

5.5.7

5.5.8

Derating

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

5.5.9

A Performance Test shall be concluded when [Insert the Procurer in case of single Procurer and all the Procurers in case of multiple Procurers] receive the Final Test Certificate of the Independent Engineer stating that the Performance Test has been carried out satisfactorily and certifying the Power Stations then current Tested Capacity as demonstrated by the results of the Performance Test. (i) If the Power Stations then current Tested Capacity as established by the most recent Performance Test and the Final Test Certificate issued by the Independent Engineer, is less than the Power Stations Net Capacity existing on the Effective Date, the Seller shall not be permitted to declare the Available Capacity of the Power Station at a level greater than its Tested Capacity, in which case: a) The Power Stations Net Capacity shall be reduced to its most recent Tested Capacity and Quoted Capacity Charges for the Contracted Capacity shall be paid with respect to such reduced net capacity. Further, the Quoted NonEscalable Capacity Charge shall be reduced by the following: Rs. 0.25/kwh x [1 {(Tested Capacity of the Power Station)/Power Stations Net Capacity at the Effective Date}]; c) the Availability Factor shall be calculated by reference to the proportionately reduced Contracted Capacity, in each case with effect from date on which all the Procurers jointly first notified the Seller of their intention to carry out a Performance Test of the Power Station. the Capital Cost and each element of the Capital Structure Schedule shall be reduced in proportion to the reduction in the Contracted Capacity as a result of that derating;

b)

d)

(ii) The consequences mentioned in sub-Article (i) above shall apply from the completion date of each recent Performance Test. If at the end of a Performance Test conducted by the Seller or the last date of the end of the six month period referred to in Article 5.1.1, whichever is earlier, the Tested Capacity is less than the Power Stations Net Capacity (as existing on the date of this Agreement), the consequences mentioned in Article 5.2.2 shall apply for a period of at least one year after which the Seller shall have the right to undertake a Performance Test. Provided that such consequences shall apply with respect to the Tested Capacity existing at the end of second Performance Test conducted by the Seller or the last date of the end of the six month period referred to in Article 5.1.1, whichever is earlier 5.5.10 If the Independent Engineer certifies that it is unable to give a Final Test Certificate because events or circumstances beyond the Sellers reasonable control have prevented the Performance Test from being carried out, the Procurers shall reschedule a Performance Test as soon as reasonably practicable.
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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

6 6.1 6.1.1

ARTICLE 6: METERING AND ENERGY ACCOUNTING Meters For installation of Meters, Meter testing, Meter calibration and Meter reading and all matters incidental thereto, the Seller and the Procurer shall follow and be bound by the Central Electricity Authority (Installation and Operation of Meters) Regulations, 2006, the Grid Code and ABT as amended and revised from time to time. In addition, the Seller shall also allow and facilitate CTU in installation of one set of required main and standby special energy meters for accurate recording of energy supplied by Seller. For these CTU meters (110V, 1A, 4-wire), the Seller shall provide the required connection from EHV current transformers/ bushing CTs/ voltage transformers/ CVTs on EHV side of all generator-transformers, station transformers and outgoing lines, of meter accuracy of 0.2 class or better. The Seller may install any further meters for its own comfort at its own cost. RLDC / SLDC Charges All scheduling and RLDC / SLDC charges applicable shall be borne by the Procurer(s).

6.2 6.2.1

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

7 7.1 7.1.1

ARTICLE 7: BILLING AND PAYMENT General From the Scheduled Delivery Date, Procurers shall pay the Seller the monthly Tariff payment, on or before the Due Date, comprising of Tariff for every Contract Year, determined in accordance with this Article 7 and Schedule 4. All Tariff payments shall be in Indian Rupees. Provided however, if the Procurer(s) avails of any electrical output from the Seller prior to the Scheduled Delivery Date (Infirm Power) of the Unit, then such Procurer shall be liable to pay only Energy Charges (as applicable for the Contract Year in which the Infirm Power is supplied or next Contract Year in case no Energy Charges are mentioned in such Contract Year), for Infirm Power generated by such Unit. The quantum of Infirm Power generated by any of the Units shall be computed from the energy accounting and audit meters installed at the power station as per Central Electricity Authority (installation and operation of meters) Regulations 2006 as amended from time to time.

7.2 7.2.1

Delivery and Content of Monthly Bills The Seller shall issue to each Procurer a signed Monthly Bill for the immediately preceding Month. Provided that: a. if the Scheduled Delivery Date falls during the period between the first (1st) day and up to and including the fifteenth (15th) day of a Month, the first Monthly Bill shall be issued for the period until the last day of such Month, or if the Scheduled Delivery Date falls after the fifteenth (15th) day of a Month, the first Monthly Bill shall be issued for the period commencing from the Scheduled Delivery Date until the last day of the immediately following Month.

b.

Provided further that if a Monthly Bill is received on or before the second (2nd) day of a Month, it shall be deemed to have been received on the second (2nd) Business Day of such Month. 7.2.2 Each Monthly Bill and Provisional Bill shall include: i. Availability and energy account for the relevant Month as per REA for Monthly Bill and RLDCs daily energy account for Provisional Bill; ii. the Sellers computation of various components of the monthly Tariff payment in accordance with Schedule 4; and iii. supporting data, documents and calculations in accordance with this Agreement.

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

7.3 7.3.1

Payment of Monthly Bills Procurers shall pay the amount payable under Monthly Bill on the Due Date to such account of the Seller, as shall have been previously notified by the Seller in accordance with Article 7.3.4 below. All payments made by the Procurers shall be appropriated by the Seller in the following order of priority: i) towards Late Payment Surcharge, payable by the Procurer, if any; ii) towards earlier unpaid Monthly Bill, if any; and iii) towards the then current Monthly Bill.

7.3.2

7.3.3

All payments required to be made under this Agreement shall only include any deduction or set off for: i) deductions required by the Law; and ii) amounts claimed by the Procurers from the Seller, through an invoice duly acknowledged by the Seller, to be payable by the Seller, and not disputed by the Seller within thirty (30) days of receipt of the said invoice and such deduction or set-off shall be made to the extent of the amounts not disputed. It is clarified that the Procurers shall be entitled to claim any set off or deduction under this Article, after expiry of the said thirty (30) day period. Provided further, the maximum amounts that can be deducted or set-off by the Procurer under this Article in a Contract Year shall not exceed Rupees [Insert amount calculated as Rs. 2.5 lakhs per MW of Contracted Capacity] only, except on account of payments under sub Article (i) above.

7.3.4

The Seller shall open a bank account at [Identified Place] (the "Designated Account") for all Tariff Payments to be made by Procurers to the Seller, and notify Procurers of the details of such account at least ninety (90) days before the dispatch of the first Monthly Bill. Procurers shall also designate a bank account at [Identified Place] for payments to be made by the Seller (including Supplementary Bills) to Procurers and notify the Seller of the details of such account ninety (90) days before the Scheduled Delivery Date. Procurers shall instruct its banker to make all payments under this Agreement to the Designated Account and shall notify the Seller of such instructions on the same day. In the event of delay in payment of a Monthly Bill by any Procurer beyond its Due Date, a Late Payment Surcharge shall be payable by such Procurer to the Seller at the rate of two (2) percent in excess of the applicable SBAR per annum, on the amount of outstanding payment, calculated on a day to day basis (and compounded with monthly rest), for each day of the delay. For payment of any Bill before Due Date, the following rebate shall be paid by the Seller to the Procurer in the following manner. [Note: These rebate rates along with the slabs can be changed and decided by the Procurer at the time of issuing the Bid Documents]

7.3.5

7.3.6

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

a) Provisional Bill will be raised by the Seller on the last Business day of the Month where the Capacity Charges shall be based on the Declared Capacity for the full Month and the Energy Charges shall be based on the final implemented Scheduled Energy up to 25th day of the Month. Rebate shall be payable at the rate of two point two five percent (2.25%) of the amount (which shall be the full amount due under the Provisional Bill) credited to Sellers account on first day of the Month and rebate amount shall reduce at the rate of zero point zero five percent (0.05%) for each day, up to fifth (5th) day of the Month. b) Applicable rate of rebate at (a) above shall be based on the date on which payment has been actually credited to the Sellers account. Any delay in transfer of money to the Sellers account, on account of public holiday, bank holiday or any other reasons shall be to the account of the Procurers. c) Two percent (2%) rebate for credit of payment to Sellers account made within one (1) Day of the presentation of Monthly Bill for the Month for which the Provisional Bill was raised earlier. d) For credit to Sellers account made on other days the rebate on Monthly Bill shall be as under: Number of days before Due Date of Monthly Bill 29 Each day thereafter up to the Due Date Rates of Rebate applicable Two percent (2.00%) 2% less [0.033% x {29 less number of days before Due Date when the payment is made by the Procurers}]

In case of presentation of Monthly Bill beyond the sixth (6th) day of the Month, two percent (2%) rebate will be applicable only on the day of presentation of Monthly Bill and beyond that rebate will be applicable as per the table above. e) Rebate of two point two five percent (2.25%) to two point zero five percent (2.05%) will be available to those Procurers who credit one hundred percent (100%) of the Provisional Bill within first five (5) days of the Month to Sellers account/designated account and balance amount, if any, based on Monthly Bill (as per REA) within the Month. f) In the event only part amount of Provisional Bill is credited to Sellers account, within first five (5) days and the balance amount is credited to Sellers account during other days of the Month, rebate will be paid on such part amount, at the rate of two percent (2%) plus zero point zero three three percent (0.033%) per day for the number of days earlier than the 6th day when such part amount is credited to Sellers account; g) The above rebate will be allowed only to those Procurers who credit to Sellers account the full Monthly Bill. h) No rebate shall be payable on the bills raised on account of Change in Law relating to taxes, duties and cess;
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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

i) If the Provisional Bill has not been paid by the date of receipt of he Monthly Bill then such Provisional Bill shall not be payable, provided in case the Provisional Bill has already been paid, then only the difference between the Monthly Bill and Provisional Bill shall be payable. 7.4 Payment Mechanism Letter of Credit: 7.4.1 Each Procurer shall provide to the Seller, in respect of payment of its Monthly Bills, a monthly unconditional, revolving and irrevocable letter of credit (Letter of Credit), opened and maintained by each Procurer, which may be drawn upon by the Seller in accordance with this Article. The Procurer(s) shall provide the Seller draft of the Letter of Credit proposed to be provided to the Seller .. [Insert six (6) months in case the Scheduled Delivery Date is more than 4 years from Effective Date/ one (1) month otherwise] before the Scheduled Delivery Date. Further, the Letter of Credit shall be provided from the bank which is appointed as Default Escrow Agent under the Default Escrow Agreement. Not later than .. [Insert three (3) months in case the Scheduled Delivery Date is more than 4 years from Effective Date/ one (1) month otherwise] before the Scheduled Delivery Date, each Procurer shall through a scheduled bank at [Identified Place] open a Letter of Credit in favour of the Seller, 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 one point one (1.1) times the estimated average monthly billing based on Normative Availability; ii) for each subsequent Contract Year, equal to the one point one (1.1) times the average of the Monthly Tariff Payments of the previous Contract Year based on Normative Availability. Provided that the Seller shall not draw upon such Letter of Credit prior to the Due Date of the relevant Monthly Bill, and shall not make more than one drawal in a Month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified in Article 7.4.2 otherwise than by reason of drawal of such Letter of Credit by the Seller, the relevant Procurer shall restore such shortfall within seven (7) days. 7.4.3 7.4.4 7.4.5 The Procurers shall cause the scheduled bank issuing the Letter of Credit to intimate the Seller, in writing regarding establishing of such irrevocable Letter of Credit. In case of drawal of the Letter of Credit by the Seller the amount of the Letter of Credit shall be reinstated in accordance with the terms of Article 7.4.2. If any Procurer fails to pay a Monthly Bill or part thereof within and including the Due Date, then, subject to Article 7.6.7, the Seller may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference or instructions from

7.4.2

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

the Procurer, an amount equal to such Monthly Bill or part thereof plus Late Payment Surcharge, if applicable, in accordance with Article 7.3.5 above, by presenting to the scheduled bank issuing the Letter of Credit, the following documents: i) a copy of the Monthly Bill which has remained unpaid by such Procurer; ii) a certificate from the Seller 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; and iii) calculations of applicable Late Payment Surcharge, if any. 7.4.6 [Insert in case of multiple procurers Further, on the occurrence of such an event as envisaged herein, the Seller shall immediately inform all the Procurers of the said failure of the Procurer to pay the Monthly Bill or part thereof and shall send regular updates to all the Procurers, which shall not be less than one (1) in every two (2) days, containing details of the amount claimed by the Seller as per the provisions of this Article and payments made by the Procurer pursuant to such claim.] For the avoidance of doubt it is clarified that the Seller shall not be entitled to drawdown on the Letter of Credit for any failure of any Procurer to pay a Supplementary Bill. The Procurers shall ensure that the Letter of Credit shall be renewed not later than forty five (45) days prior to its expiry. All costs relating to opening and maintenance of the Letter of Credit shall be borne by the Procurers, however, Letter of Credit negotiation charges shall be borne and paid by the Seller.

7.4.7

7.4.8 7.4.9

7.4.10 Where necessary, the Letter of Credit may also be substituted by an unconditional and irrevocable bank guarantee or an equivalent instrument as mutually agreed by the Procurers and the Seller. 7.4.11 Upon fulfilment of the conditions mentioned under Article 7.4.12.2 the Letter of Credit amount as mentioned in Article 7.4.12.1 shall be changed to one (1) time the average of the Monthly Tariff Payments of the previous Contract Year instead of one point one (1.1) times the average of the Monthly Tariff Payments of the previous Contract Year. 7.4.12 Collateral Arrangement 7.4.12.1 As further support for each Procurers obligations, on or prior to the Effective Date, each Procurer and the Seller shall execute separate Default Escrow Agreement (referred as Default Escrow Agreement) for the establishment and operation of the Default Escrow Account in favour of the Seller, through which the revenues of the relevant Procurer shall be routed and used as per the terms of the Default Escrow Agreement. Each of the Procurers and the Seller shall contemporaneously with the execution of the Default Escrow Agreement enter into a separate Agreement to Hypothecate Cum Deed of Hypothecation, whereby each Procurer shall agree to hypothecate, to the Seller, effective from forty five (45) days prior to the Scheduled Delivery Date, the amounts to the extent as required for the Letter of Credit as per Article 7.4.2 routed through the Default Escrow Account and the Receivables in
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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

accordance with the terms of the Agreement to Hypothecate Cum Deed of Hypothecation. The Default Escrow Agreements and the Agreement to Hypothecate Cum Deed of Hypothecation are collectively referred to as the Collateral Arrangement. The minimum revenue flow in any Month in the Default Escrow Account shall be at least equal to the amount required for the Letter of Credit as per Article 7.4.2. Provided that the Procurers shall ensure that the Seller has first ranking charge on the revenues routed through the Default Escrow Account and the Receivables in accordance with the terms of the Agreement to Hypothecate Cum Deed of Hypothecation. However, such first ranking charge shall be on the amounts, in excess of amounts, which have already been charged or agreed to be charged prior to the date of the execution of the Default Escrow Agreement,. 7.4.12.2 [Insert only in case of long term procurement] On the occurrence of all of the following events in respect of any Procurer: i. A period of not less than [twelve (12) months in case the Scheduled Delivery Date is more than 4 years from Effective Date/ two (2) months otherwise] from Scheduled Delivery Date, has elapsed; and ii. The Procurer has achieved, for its ability to honour its Tariff Payment obligations to the Seller under this Agreement, a credit rating of A or better, from a SEBI registered Indian credit rating agency mutually agreed between Seller and the Lender/s, consistently for a period of at least three (3) years; and iii. Immediately prior to the three (3) year period mentioned in sub-article (ii) above,, for a period of at least [twelve (12) months in case the Scheduled Delivery Date is more than 4 years from Effective Date/ two (2) months otherwise] there has been no Procurer Event of Default under Article 10 of the PPA, such Procurer shall intimate the Seller in writing of the occurrence of the same and its intention to discontinue the Collateral Arrangement. If the Seller desires to continue with the Collateral Arrangement, it shall intimate the same to the concerned Procurer in writing within thirty (30) days of receipt of intimation from the concerned Procurer and in such case the Seller shall be liable to bear the costs of continuation of the Collateral Arrangement with effect from such date. In case the Seller fails to respond or agrees to discontinue, the Collateral Arrangement shall forthwith cease and the Default Escrow Agreement and the routed through the Default Escrow Account and the Receivables in accordance with the terms of the Agreement to Hypothecate Cum Deed of Hypothecation shall stand terminated as per terms thereof. Provided that in case of any of conditions mentioned under (i), (ii) or (iii) in Article 7.4.12.2 ceases to be true, then within ninety (90) days of the occurrence of such event, the Procurer shall reinstate the Collateral Arrangement, at its own cost. 7.4.12.3 If the Letter of Credit is insufficient to pay for the due payments to the Seller or is not replenished for the drawals made, then within a period of seven (7) days from the date such shortfall in the Letter of Credit occurs, the Letter of Credit shall be
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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

reinstated to the requisite amount specified in this Agreement, and in the manner specified in the Default Escrow Agreement. 7.5 7.5.1 Third Party Sales on Default Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an event where the Procurer has not made payment by the Due Date of an Invoice through the payment mechanism provided in this Agreement, the Seller shall follow the steps as enumerated in Articles 7.5.2 and 7.5.5. [Insert in case of multiple Procurers] On the occurrence of the event mentioned in Article 7.5.1 and after giving a notice of at least seven (7) days to the defaulting Procurer(s), the Seller shall have the obligation to offer twenty five (25) per cent of the Contracted Capacity pertaining to such defaulting Procurers8 to the other nondefaulting Procurers. The non defaulting Procurers have the right to receive the whole or any part of such Default Electricity by giving a notice within a further two (2) Business Days, in the following manner a) In ratios equal to their then existing Allocated Contracted Capacities at the same Tariff as would have been applicable to the defaulting Procurer. Provided that, if any of the non-defaulting Procurer(s) does not elect to receive the Default Electricity so offered, the Seller shall offer the balance of the Default Electricity to other non-defaulting Procurer(s) at the same Tariff in proportion to their additional requirement as intimated. b) At a lower tariff as may be specified by non-defaulting Procurer(s) to the extent of their capacity requirements, in descending order of the tariff. Provided that, the Seller has the right to obtain tariff quotes from third party(s) for sale of Default Electricity not requisitioned under (a) above. The tariff quotes received from the non-defaulting Procurer(s) and such third party(s) shall be ranked in descending order of the tariff and the Seller shall sell Default Electricity in such descending order and in compliance with Article 7.5.5, to the extent applicable. 7.5.3 In case of both (a) and (b) above if non-defaulting Procurer(s) receive Default Electricity, then, subject to applicability of Article 7.5.2 of this Agreement, such non defaulting Procurer(s) shall within seven (7) days of exercising the right of election, either open an additional Letter of Credit/ enhance the existing Letter of Credit in accordance with the principles set forth in Article 7.5 or increase the value of escrow cover under the Default Escrow Agreement and related security under Agreement to Hypothecate cum deed of Hypothecation secure payment for that part of the Default Electricity as such non- defaulting Procurer elects to receive. Provided further within two (2) Months of such election by the non-defaulting Procurer(s), unless the event outlined in Article 7.5.9 has occurred, such Procurer(s) shall open a Letter of Credit/enhance the existing Letter of Credit in accordance with the principles set forth in Article 7.4 and shall increase the value of escrow cover under the Default Escrow Agreement and related Agreement to Hypothecation cum Deed of Hypothecation. Provided that in case the events mentioned in Article 7.4.12.2
8 The reference to and sale of default electricity to non-defaulting procurers will be applicable only in case of procurement by more than one Procurers. In case of the contrary, the reference may be deleted and consequential changes undertaken in the RFP Documents.

7.5.2

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

(i), (ii) and (iii) are true, then the requirement with respect to Default Escrow Agreement and Agreement to Hypothecate cum Deed of Hypothecation in this Article 7.5.3 shall be applicable as per Article 7.4.12.2. 7.5.4 If all the non defaulting Procurers do not make the election to receive the Default Electricity or a part thereof, within two (2) Business Days of it being so offered under and as per Articles 7.5.2 and 7.5.3, or all such Procurers expressly waive their first right to receive the same, the Seller shall have the right (but not the obligation) to make available and sell the Default Electricity or a part thereof to a third party, namely: a) any consumer, subject to applicable Law; or b) any licensee under the Electricity Act, 2003; 7.5.5 If the Collateral Arrangement is not fully restored by the Defaulting Procurer within thirty (30) days of the non-payment by a Procurer of an Invoice by its Due Date, the provisions of Article 7.5.2 and Article 7.5.4 shall apply with respect to one hundred (100) per cent of the Contracted Capacity. Provided that in case the events mentioned in Article 7.4.12.2 (i), (ii) and (iii) are true, then this Article 7.5.5 shall be applicable as per Article 7.4.12.2. In the case of Article 7.5.4 or 7.5.5, the Seller shall ensure that sale of power to the shareholder(s) of the Seller or to any direct or indirect Affiliate of the Seller/ the shareholder(s) of the Seller is not at a price less than the Energy Charges. In case of third party sales or sales to any other non-defaulting Procurers as permitted by this Article 7.5, the adjustment of the surplus revenue over Energy Charge (applicable to the defaulting Procurer) attributable to such electricity sold, shall be adjusted as under : a) the surplus up to the Tariff shall be used towards the extinguishment of the subsisting payment liability of the defaulting Procurer towards the Seller; and b) the surplus if any above the Tariff shall be retained by the Seller. 7.5.8 The liability of the defaulting Procurer towards making Capacity Charge payments to the Seller even for electricity sold to third parties or other non- defaulting Procurers or remaining unsold during such periods will remain unaffected. Provided such Capacity Charge payment liability shall cease on the date which occurs on the Expiry of a period of [Insert three (3) years and hundred (100) days for longterm and one (1) year for medium-term procurement] from the date of occurrence of a Procurer Event of Default under Article (i), provided if prior to such date, such Procurer Event of Default has not ceased and regular supply of electricity for a period of at least ninety (90) continuous days has not occurred. 7.5.9 Sales to any person or Party, other than the defaulting Procurer under Article 7.5, shall cease and regular supply of electricity to the defaulting Procurer in accordance with all the provisions of this Agreement shall commence and be restored on the later of the two following dates or any date before this date at the option of Seller:

7.5.6

7.5.7

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

a) the day on which the defaulting Procurer pays the amount due to the Seller and renews the Letter of Credit and restores Default Escrow Account (if applicable) as mentioned in Article 7.4.12.1; or b) the date being x days from the date on which the defaulting Procurer pays the amount due to the Seller, where x days shall be calculated in accordance with Schedule 2. 7.6 7.6.1 Disputed Bill If a Party does not dispute a Monthly Bill, Provisional Bill or a Supplementary Bill raised by the other Party within thirty (30) days of receiving it, such Bill shall be taken as conclusive. If a Party disputes the amount payable under a Monthly Bill, Provisional Bill or a Supplementary Bill, as the case may be, that Party shall, within thirty (30) 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. 7.6.3 If the invoicing Party agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 7.6.2, the invoicing Party shall revise such Bill within seven (7) days of receiving such notice and if the disputing Party has already made the excess payment , refund to the disputing Party such excess amount within fifteen (15) days of receiving such notice. In such a case excess amount shall be refunded along with interest at the same rate as Late Payment Surcharge, which shall be applied from the date on which such excess payment was made to the invoicing Party and up to and including the date on which such payment has been received. If the invoicing Party does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 7.6.2, it shall, within fifteen (15) days of receiving the Bill Dispute Notice, furnish a bill disagreement notice to the disputing Party 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. 7.6.5 Upon receipt of bill disagreement notice under Article 7.6.4, authorized representative(s) or a director of the board of directors/member of board of each Party shall meet and make best endeavours to amicably resolve such dispute within fifteen (15) days of receiving such bill disagreement notice. If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of bill disagreement notice pursuant to Article 7.6.4, the matter shall be referred to Dispute Resolution in accordance with Article 13.

7.6.2

7.6.4

7.6.6

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

7.6.7

In case of Disputed Bills, it shall be open to the aggrieved party to approach the Appropriate Commission for Dispute Resolution in accordance with Article 13 and also for interim orders protecting its interest including for orders for interim payment pending Dispute Resolution and the Parties shall be bound by the decision of the Appropriate Commission, including in regard to interest or Late Payment Surcharge, if any directed to be paid by the Appropriate Commission. If a Dispute regarding a Monthly Bill, Provisional Bill or a Supplementary Bill is settled pursuant to Article 7.6 or by Dispute resolution mechanism provided in this Agreement in favour of the Party that issues a Bill Dispute Notice, the other Party shall refund the amount, if any incorrectly charged and collected from the disputing Party or pay as required, within five (5) days of the Dispute either being amicably resolved by the Parties pursuant to Article 7.6.5 or settled by Dispute resolution mechanism along with interest at the same rate as Late Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was originally due, as may be applicable. For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice, the Procurer shall, without prejudice to its right to Dispute, be under an obligation to make payment, of the lower of (a) an amount equal to simple average of last three (3) Months invoices (being the undisputed portion of such three Months invoices) and (b) Monthly Invoice which is being disputed, provided such Monthly Bill has been raised based on the REA and in accordance with this Agreement. Quarterly and Annual Reconciliation Parties acknowledge that all payments made against Monthly Bills, Provisional Bill and Supplementary Bills shall be subject to quarterly reconciliation at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year to take into account REA, Tariff adjustment payments, Tariff rebate payments, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. 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 Seller and each Procurer shall jointly sign such reconciliation statement. Within fifteen (15) days of signing of a reconciliation statement, the Seller or Procurer, as the case may be, shall raise a Supplementary Bill for the Tariff adjustment payments for the relevant quarter/ Contract Year and shall make payment of such Supplementary Bill for the Tariff adjustment payments for the relevant quarter/Contract Year. Late Payment Surcharge 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 13. Payment of Supplementary Bill Either Party may raise a bill on the other Party ("Supplementary Bill") for payment on account of: i) Adjustments required by the Regional Energy Account (if applicable);

7.6.8

7.6.9

7.7 7.7.1

7.8 7.8.1

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ii) Tariff Payment for change in parameters, pursuant to provisions in Schedule 4; or iii) Change in Law as provided in Article 9, and such Bill shall be paid by the other Party. 7.8.2 Procurers shall remit all amounts due under a Supplementary Bill raised by the Seller to the Seller's Designated Account by the Due Date and notify the Seller of such remittance on the same day. Similarly, the Seller shall pay all amounts due under a Supplementary Bill raised by Procurers by the Due Date to concerned Procurer's designated bank account and notify such Procurer/s of such payment on the same day. For such payments by the Procurer, rebates as applicable to Monthly Bills pursuant to Article 7.3.6 shall equally apply. 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 7.3.5. [Insert in case of multiple Procurers] The copies of all notices/offers which are required to be sent as per the provisions of this Article 7, shall be sent by either Party, simultaneously to all Parties.

7.8.3

7.9

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

8 8.1 8.1.1 8.2 8.2.1 8.2.2

ARTICLE 8 : FORCE MAJEURE Definitions In this Article, the following terms shall have the following meanings: Affected Party An affected Party means any of the Procurer or the Seller whose performance has been affected by an event of Force Majeure. An event of Force Majeure affecting the CTU/ STU or any other agent of the Procurer, which has affected the transmission facilities from the Injection Point to the Delivery Point, shall be deemed to be an event of Force Majeure affecting Procurer(s). Any event of Force Majeure affecting the performance of the Seller or affecting the transmission facilities from the power station to the Injection Point shall be deemed to be an event of Force Majeure affecting the Seller only if the event affects and results in interruptible or no power supply to the Procurer(s). Any event of Force Majeure affecting the performance of the Sellers contractors shall be deemed to be an event of Force Majeure affecting Seller only if the Force Majeure event is affecting and resulting in: a) late delivery of plant, machinery, equipment, materials, spare parts, fuel, water or consumables for the Power Station; or b) a delay in the performance of any of the Sellers Contractors.

8.2.3

8.2.4

8.2.5

Similarly, any event of Force Majeure affecting the performance of the Procurers contractor for the setting up or operating Interconnection Facilities shall be deemed to be an event of Force Majeure affecting Procurer/s only if the Force Majeure event is resulting in a delay in the Performance of Procurers contractors. Force Majeure A Force Majeure means any event or circumstance or combination of events and circumstances including 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: i. Natural Force Majeure Events

8.3 8.3.1

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, tornado, or exceptionally adverse weather

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conditions which are in excess of the statistical measures for the last hundred (100) years, ii. Non-Natural Force Majeure Events

1. Direct Non-Natural Force Majeure Events a) Nationalization or compulsory acquisition by any Indian Governmental Instrumentality of any material assets or rights of the Seller; or b) the unlawful, unreasonable or discriminatory revocation of, or refusal to renew, any consent required by the Seller or any of the Sellers contractors to perform their obligations under the RFP Documents or any unlawful, unreasonable or discriminatory refusal to grant any other consent required for the development/ operation of the power station. Provided that an appropriate court of law declares the revocation or refusal to be unlawful, unreasonable and discriminatory and strikes the same down. c) any other unlawful, unreasonable or discriminatory action on the part of an Indian Government Instrumentality which is directed against the supply of power by the Seller to the Procurer. Provided that an appropriate court of law declares the action to be unlawful, unreasonable and discriminatory and strikes the same down. 2. Indirect Non-Natural Force Majeure Events a) 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; or b) Radio active contamination or ionising radiation originating from a source in India or resulting from another Indirect Non Natural Force Majeure Event excluding circumstances where the source or cause of contamination or radiation is brought or has been brought into or near the site by the Affected Party or those employed or engaged by the Affected Party. c) Industry wide strikes and labor disturbances having a nationwide impact in India. 8.4 8.4.1 Force Majeure Exclusions 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, Fuel or consumables for the power station; b. Delay in the performance of any contractor, sub-contractors or their agents excluding the conditions as mentioned in Article 8.2; c. Non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment;

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

d. Strikes or labour disturbance 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 Partys: 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 or any other RFP Documents. 8.5 8.5.1 Notification of Force Majeure Event 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. Provided that such notice shall be a precondition to the Sellers 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 situation. 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. Duty to Perform and Duty to Mitigate To the extent not prevented by a Force Majeure event pursuant to Article 8.3, 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 event of Force Majeure as soon as practicable. Available Relief for a Force Majeure Event Subject to this Article 8: (a) no Party shall be in breach of its obligations pursuant to this Agreement to the extent that the performance of its obligations was prevented, hindered or delayed due to a Force Majeure Event;

8.5.2

8.6 8.6.1

8.7 8.7.1

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(b)

every Party shall be entitled to claim relief in relation to a Force Majeure Event in regard to its obligations, including but not limited to those specified under Article 4.7; For the avoidance of doubt, it is clarified that no Tariff shall be paid by the Procurers for the part of Contracted Capacity affected by a Natural Force Majeure Event affecting the Seller, for the duration of such Natural Force Majeure Event. For the balance part of the Contracted Capacity, the Procurer shall pay the Tariff to the Seller, provided during such period of Natural Force Majeure Event, the balance part of the power station is declared to be available for scheduling and dispatch as per ABT for supply of power by the Seller to the Procurer(s); If the average Availability of the power station is reduced below [Insert 0.8* Normative Availability] percent for over two (2) consecutive months or for any non consecutive period of four (4) months both within any continuous period of [sixty (60) months in case of long term procurement / twelve (12) months for medium term procurement], as a result of an Indirect Non Natural Force Majeure, then, with effect from the end of that period and for so long as the daily average Availability of the power station continues to be reduced below [Insert 0.8* Normative Availability] percent as a result of an Indirect Non Natural Force Majeure of any kind, the Procurer(s) shall make payments for Debt Service, subject to a maximum of Capacity Charges based on Normative Availability, relatable to such Unit, which are due under the Financing Agreements and these amounts shall be paid from the date, being the later of a) the date of cessation of such Indirect Non Natural Force Majeure Event and b) the completion of sixty (60) days from the receipt of the Financing Agreements by the Procurer(s) from the Seller, in the form of an increase in Capacity Charge. Provided such Capacity Charge increase shall be determined by Appropriate Commissionon the basis of putting the Seller in the same economic position as the Seller would have been in case the Seller had been paid Debt Service in a situation where the Indirect Non Natural Force Majeure had not occurred. Provided that the Procurers will have the above obligation to make payment for the Debt Service only (a) after supply of power from the Unit(s) affected by such Indirect Non Natural Force Majeure Event has started, and (b) only if in the absence of such Indirect Non Natural Force Majeure Event, the Availability of such Commissioned Unit(s) would have resulted in Capacity Charges equal to Debt Service.

(c)

(d)

(e)

If the average Availability of the power station is reduced below Normative Availability for over two (2) consecutive months or for any non consecutive period of four (4) months both within any continuous period of [sixty (60) months in case of long term procurement / twelve (12) months for medium term procurement], as a result of a Direct Non Natural Force Majeure Event, then, with effect from the end of that period and for so long as the daily

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

average Availability of the Seller continues to be reduced below Normative Availability as a result of a Direct Non Natural Force Majeure of any kind, the Seller may elect in a written notice to the Procurers, to deem the Availability to be equal to Normative Availability from the end of such period, regardless of its actual Available Capacity. In such a case, the Procurer shall be liable to make payment of Capacity Charges calculated on such deemed Normative Availability, after the cessation of the effects of Direct Non Natural Direct Force Majeure in the form of an increase in Capacity Charge. Provided such Capacity Charge increase shall be determined by Appropriate Commission on the basis of putting the Seller in the same economic position as the Seller would have been in case the Seller had been paid Capacity Charges in a situation where the Direct Non Natural Force Majeure had not occurred. 8.8 8.8.1 Additional Compensation and Procurer's Subrogation If the Seller is entitled, whether actually or contingently, to be compensated by any person other than the Procurer as a result of the occurrence of a Non Natural Force Majeure Event (or Natural Force Majeure Event affecting the Procurer/s) for which it has received compensation from the Procurer pursuant to this Article 8, including without limitation, payments made which payments would not have been made in the absence of Article 4.9.1, the Procurers shall be fully subrogated to the Sellers rights against that person to the extent of the compensation paid by the Procurers to the Seller. Provided that in case the Seller has actually received compensation from the any person other than the Procurers as well as the Procurers as a result of the occurrence of a Non Natural Force Majeure Event (or Natural Force Majeure Event affecting the Procurers), then the Seller shall forthwith refund the compensation received by it from the Procurer but only to the extent of the compensation received by the Seller from any person other than the Procurers.

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Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

9 9.1

ARTICLE 9: CHANGE IN LAW Definitions

In this Article 9, the following terms shall have the following meanings: 9.1.1 "Change in Law" means the occurrence of any of the following events after the date, which is seven (7) days prior to the Bid Deadline: (i) the enactment, bringing into effect, adoption, promulgation, amendment, modification or repeal, of any Law or (ii) a change in interpretation of any Law by a Competent Court of law, tribunal or Indian Governmental Instrumentality provided such Court of law, tribunal or Indian Governmental Instrumentality is final authority under law for such interpretation but shall not include (i) any change in any withholding tax on income or dividends distributed to the shareholders of the Seller, or (ii) change in respect of UI Charges or frequency intervals by an Appropriate Commission. 9.1.2 "Competent Court" means: The Supreme Court or any High Court, or any tribunal or any similar judicial or quasi-judicial body in India that has jurisdiction to adjudicate upon issues relating to the supply of power under this Agreement. 9.2 9.2.1 Application and Principles for computing impact of Change in Law18 While determining the consequence of Change in Law under this Article 9, the Parties shall have due regard to the principle that the purpose of compensating the Party affected by such Change in Law, is to restore through Monthly Tariff payments, to the extent contemplated in this Article 9, the affected Party to the same economic position as if such Change in Law has not occurred. Operation Period As a result of Change in Law, the compensation for any increase/decrease in revenues or cost to the Seller shall be determined and effective from such date, as decided by the Appropriate Commission whose decision shall be final and binding on both the Parties, subject to rights of appeal provided under applicable Law. Provided that the above mentioned compensation shall be payable only if and for increase/ decrease in revenues or cost to the Seller is in excess of an amount equivalent to 1% of the Letter of Credit in aggregate for a Contract Year. 9.3 9.3.1 Notification of Change in Law If the Seller is affected by a Change in Law in accordance with Article 9.2 and wishes to claim a Change in Law under this Article, it shall give notice to the Procurers of

a)

Shall be defined by the Procurer. For valid reason, the procurer may choose different principles at the time of issuing the Bid documents. . [Insert name of Procurer(s)] 53

18

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

such Change in Law as soon as reasonably practicable after becoming aware of the same or should reasonably have known of the Change in Law. 9.3.2 Notwithstanding Article 9.3.1, the Seller shall be obliged to serve a notice to the Procurers under this Article 9.3.2, even if it is beneficially affected by a Change in Law. Without prejudice to the factor of materiality or other provisions contained in this Agreement, the obligation to inform the Procurers contained herein shall be material. Provided that in case the Seller has not provided such notice, the Procurers shall jointly have the right to issue such notice to the Seller. 9.3.3 Any notice served pursuant to this Article 9.3.2 shall provide, amongst other things, precise details of: (a) (b) 9.4 9.4.1 the Change in Law; and the effects on the Seller of the matters referred to in Article 9.2.

Tariff Adjustment Payment on account of Change in Law Subject to Article 13.2, the adjustment in Monthly Tariff Payment shall be effective from: (i) the date of adoption, promulgation, amendment, re-enactment or repeal of the Law or Change in Law; or (ii) the date of order/judgment of the Competent Court or tribunal or Indian Governmental Instrumentality, if the Change in Law is on account of a change in interpretation of Law.

9.4.2

The payment for Changes in Law shall be through Supplementary Bill as mentioned in Article 7.8. However, in case of any change in Tariff by reason of Change in Law, as determined in accordance with this Agreement, the Monthly Invoice to be raised by the Seller after such change in Tariff shall appropriately reflect the changed Tariff.

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10 10.1

ARTICLE 10: EVENTS OF DEFAULT AND TERMINATION Seller Event of Default

10.1.1 The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event or a breach by Procurers of its obligations under this Agreement, shall constitute a Seller Event of Default: (i) the failure to commence supply of power to the Procurer(s) by the date falling .. [Insert twelve (12) months in case of long-term procurement/ three (3) months in case of medium-term procurement] after the Scheduled Delivery Date, or after the commencement of supply of power, the interruption of power supply by the Seller for a continuous period of two (2) Months and such default is not rectified within thirty (30) days from the receipt of first notice from any of the Procurers in this regard, or after Scheduled Delivery Date, the Seller fails to achieve Average Availability of [Insert number in percentage ] ( %), for a period of [twelve (12) incae of long term procurement/ six (6) in case of medium-term procurement] consecutive Months or within a non-consecutive period of twelve (12) Months within any continuous aggregate period of [thirty six (36) months in case of long-term procurement / twelve (12) months otherwise]; or the Seller fails to make any payment (a) of an amount exceeding Rupees One (1) Crore required to be made to Procurer/s under this Agreement, within three (3) Months after the Due Date of an undisputed invoice /demand raised by the said Procurer/s on the Seller or (b) of an amount up to Rupees .. [Insert amount] required to be made to Procurer/s under this Agreement within six (6) Months after the Due Date of an undisputed invoice/ demand, or any of the representations and warranties made by the Seller in Schedule 7 of this Agreement; being found to be untrue or inaccurate. Further, in addition to the above, any of representations made or the undertakings submitted by the Selected Bidder at the time of submission of the Bid being found to be breached or inaccurate, including but not limited to undertakings from its Parent Company/ Affiliates related to the minimum equity obligation; Provided however, prior to considering any event specified under this sub-article to be an Event of Default, the Procurers shall give a notice to the Seller in writing of at least thirty (30) days, or if the Seller: a) assigns or purports to assign any of its assets or rights in violation of this Agreement; or b) transfers or novates any of its rights and/or obligations under this agreement, in violation of this Agreement; or (vii) if (a) the Seller 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

(ii)

(iii)

(iv)

(v)

(vi)

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passed against the Seller, or (c) the Seller 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 Seller will not be an Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company continues to meet the qualification requirements as per RFP till six (6) months after commencement of supply of power by the Seller , and retains creditworthiness similar to the Seller and expressly assumes all obligations of the Seller under this Agreement and is in a position to perform them; or (viii) (ix) the Seller repudiates this Agreement and does not rectify such breach even within a period of thirty (30) days from a notice from the Procurer in this regard; or except where due to any Procurers failure to comply with its material obligations, the Seller is in breach of any of its material obligations pursuant to this Agreement or of any of the RFP Documents where the Procurer and Seller are parties, and such material breach is not rectified by the Seller within thirty (30) days of receipt of first notice in this regard given by any of the Procurers or Procurers (jointly) the Procurers to the Seller or by the Lead Procurer (or Procurer, as applicable) on behalf of the Procurers. the Seller fails to complete/ fulfill the activities/conditions specified in Article 3.1.1, beyond a period of [Insert six (8) months in case the Scheduled Delivery Date is more than 4 years from Effective Date/ one (1) month otherwise] from the specified period in Article 3.1.1 and the right of termination under Article 3.4.2 is invoked by the Procurers (jointly); or any direct or indirect change in the shareholding of the Seller in contravention of the terms of this Agreement; or failure to renew or replace the Contract Performance Guarantee, as per the terms of this Agreement; or Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Seller. Procurer Event of Default

(x)

(xi) (xii) (xiii) 10.2

10.2.1 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 Seller of its obligations under this Agreement, shall constitute the Event of Default on the part of defaulting Procurer: (i) (ii) a defaulting Procurer fails to meet any of its obligations, as specified in Article 4.4; or a defaulting Procurer fails to pay (with respect to a Monthly Bill or a Supplementary Bill) an amount exceeding fifteen (15%) of the undisputed part of the most recent Monthly/Supplementary Bill for a period of ninety (90)

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days after the Due Date and the Seller is unable to recover the amount outstanding to the Seller through the Collateral Arrangement and Letter of Credit; or (iii) the defaulting Procurer repudiates this Agreement and does not rectify such breach even within a period of thirty (30) days from a notice from the Seller in this regard; or except where due to any Sellers failure to comply with its obligations, the defaulting Procurer(s) is/are in material breach of any of its obligations pursuant to this Agreement or of any of the RFP Documents where the Procurers and the Seller are Parties, and such material breach is not rectified by the defaulting Procurer within thirty (30) days of receipt of notice in this regard from the Seller to all the Procurers; or any representation and warranties made by any of the Procurers in Schedule 6 of this Agreement. being found to be untrue or inaccurate. Provided however, prior to considering any event specified under this sub-article to be an Event of Default, the Seller shall give a notice to the concerned Procurer in writing of at least thirty (30) days; or if (a) any Procurer 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 Procurer, or (c) the Procurer 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, except where such dissolution or liquidation of such Procurer 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 such Procurer and expressly assumes all obligations of such Procurer under this Agreement and is in a position to perform them; or; occurrence of any other event which is specified in this Agreement to be a material breach or default of the Procurers.

(iv)

(v)

(vi)

(vii) 10.3

Procedure for cases of Seller Event of Default

10.3.1 Upon the occurrence and continuation of any Seller Event of Default under Article 10.1, the Procurers jointly shall have the right to deliver to the Seller a Procurer Preliminary Default Notice, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 10.3.2 Following the issue of Procurer Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply. 10.3.3 During the Consultation Period, the Parties shall, save as otherwise provided in this Agreement, continue to perform their respective obligations under this Agreement.

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10.3.4 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 Seller Event of Default giving rise to the Consultation Period shall have been remedied, the Lenders may exercise or the Procurers may require the Lenders to exercise their substitution rights and other rights provided to them, if any, under Financing Agreements and the Procurers would have no objection to the Lenders exercising their rights if it is in consonance with provisions of Schedule 12. Alternatively, in case the Lenders do not exercise their rights as mentioned herein above, the Capacity Charge of the Seller shall be reduced by 20% for the period of Seller Event of Default. 10.4 Termination for Procurer Events of Default

10.4.1 Upon the occurrence and continuation of any Procurer Event of Default pursuant to Article 10.2.1(i) , the Seller shall follow the remedies provided under Article 7.5.2. 10.4.2 Without in any manner affecting the rights of the Seller under Article 10.4.1, on the occurrence of any Procurer Event of Default specified in Article 10.2 the Seller shall have the right to deliver to all the Procurers, a Seller Preliminary Default Notice, which notice shall specify in reasonable detail the circumstances giving rise to its issue. 10.4.3 Following the issue of a Seller Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply. 10.4.4 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 10.4.5 After a period of seven (7) days following the expiry of the Consultation Period and unless the Parties shall have otherwise agreed to the contrary or the Procurer Event of Default giving rise to the Consultation Period shall have been remedied, the Seller shall be free to sell the then existing Allocated Contracted Capacity and corresponding available capacity of Procurer/s committing Procurer Event of Default to any third party of his choice. Provided such Procurer shall have the liability to make payments for Capacity Charges based on Normative Availability to the Seller for the period three (3) years from the eighth day after the expiry of the Consultation Period. Provided further that in such three year period, in case the Seller is able to sell electricity to any third party at a price which is in excess of the Energy Charges, then such excess realization will reduce the Capacity Charge payments due from such Procurer/s. For the avoidance of doubt, the above excess adjustment would be applied on a cumulative basis for the three year period. During such period, the Seller shall use its best effort to sell the Allocated Contracted Capacity and corresponding available capacity of such Procurer generated or capable of being generated to such third parties at the most reasonable terms available in the market at such time, having due regard to the circumstances at such time and the pricing of electricity in the market at such time.

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Provided further, the Seller shall ensure that sale of power to the shareholders of the Seller or any direct or indirect Affiliate of the Seller/shareholders of the Seller, is not at a price less than the Tariff, without obtaining the prior written consent of such Procurer/s. Such request for consent would be responded to within a maximum period of 3 days failing which it would be deemed that the Procurer has given his consent. Provided further that at the end of the three year period, this Agreement shall automatically terminate but only with respect to such Procurer and thereafter, such Procurer shall have no further Capacity Charge liability towards the Seller. Provided further, the Seller shall have the right to terminate this Agreement with respect to such Procurer/s even before the expiry of such three year period provided on such termination, the future Capacity Charge liability of such Procurers/s shall cease immediately.

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11 11.1

ARTICLE 11: LIABILITY AND INDEMNIFICATION Indemnity

11.1.1 The Seller shall indemnify, defend and hold Procurer(s) harmless against: a) any and all third party claims, actions, suits or proceedings against the Procurer(s) 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 Seller of any of its obligations under this Agreement, except to the extent that any such claim, action, suit or proceeding has arisen due to a negligent act or omission, breach of this Agreement or breach of statutory duty on the part of Procurer(s), its contractors, servants or agents; and b) any and all losses, damages, costs and expenses including legal costs, fines, penalties and interest actually suffered or incurred by Procurer(s) from third party claims arising by reason of (i) breach by the Seller of any of its obligations under this Agreement, (provided that this Article 11 shall not apply to such breaches by the Seller, for which specific remedies have been provided for under this Agreement) except to the extent that any such losses, damages, costs and expenses including legal costs, fines, penalties and interest (together to constitute Indemnifiable Losses) has arisen due to a negligent act or omission, breach of this Agreement or breach of statutory duty on the part of Procurer(s), its contractors, servants or agents or (ii) any of the representations or warranties of the Seller under this Agreement being found to be inaccurate or untrue. 11.1.2 Procurer(s) shall indemnify, defend and hold the Seller harmless against: a) any and all third party claims, actions, suits or proceedings against the Seller, 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 Procurer(s) of any of its obligations under this Agreement except to the extent that any such claim, action, suit or proceeding has arisen due to a negligent act or omission, breach of this Agreement or breach of statutory duty on the part of the Seller, its contractors, servants or agents; 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 Seller from third party claims arising by reason of (i) a breach by Procurer(s) of any of its obligations under this Agreement (Provided that this Article 11 shall not apply to such breaches by Procurer(s), for which specific remedies have been provided for under this Agreement.), except to the extent that any such Indeminifiable Losses have arisen due to a negligent act or omission, breach of this Agreement or breach of statutory duty on the part of the Seller, its contractors, servants or agents or (ii) any of the representations or warranties of the Procurer(s) under this Agreement being found to be inaccurate or untrue. 11.2 Monetary Limitation of Liability

11.2.1 A Party ("Indemnifying Party") shall be liable to indemnify the other Party ("Indemnified Party") under this Article 11 for any indemnity claims made in a Contract Year only up to an amount of Rupees [Insert amount]. With respect to each Procurer(s), the above limit of Rupees .. [Insert amount] shall
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be divided in the ratio of their Allocated Contract Capacity existing on the date of the indemnity claim. 11.3 Procedure for claiming Indemnity

11.3.1 Third party Claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Article 11.1.1(a) or 11.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Article 11.1.1(a) or 11.1.2 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 11.3.1 (b) below; and ii) the claim amount is not required to be paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be Indemnified under Article 11.1.1(a) or 11.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which 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. 11.4 Indemnifiable Losses

11.4.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 11.1.1(b) or 11.1.2(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 non payment of such losses after a valid notice under this Article 11.4, such event shall constitute a payment default under Article 10.
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11.5

Limitation on Liability

11.5.1 Except as expressly provided in this Agreement, neither the Seller nor Procurer(s) 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 production or equipment used therefore, irrespective of whether such claims are based upon breach of warranty, tort (including negligence, whether of the Procurer(s), the Seller or others), strict liability, contract, breach of statutory duty, operation of law or otherwise. Procurer(s) shall have no recourse against any officer, director or shareholder of the Seller or any Affiliate of the Seller or any of its officers, directors or shareholders for such claims excluded under this Article. The Seller shall have no recourse against any officer, director or shareholder of Procurer(s), or any Affiliate of Procurer(s) or any of its officers, directors or shareholders for such claims excluded under this Article.

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12 12.1

ARTICLE 12: ASSIGNMENTS AND CHARGES Assignments

12.1.1 This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assigns. Subject to Article 12.2, this Agreement shall not be assigned by any Party other than by mutual consent between the Parties to be evidenced in writing: Provided that, such consent shall not be withheld if any of the Procurer(s) seeks to transfer to any transferee all of its rights and obligations under this Agreement; and (a) such transferee is either the owner or operator of all or substantially all of the distribution system of such Procurer(s) and /or such transferee is a successor entity of any of the Procurer(s); and this Agreement and the other RFP Documents shall continue to remain valid and binding on such successor.

(b) 12.2

Permitted Charges

12.2.1 Neither Party shall create or permit to subsist any encumbrance over all or any of its rights and benefits under this Agreement. 12.2.2 However, the Seller may create any encumbrance over all or part of the receivables, Payment Mechanism or the RFP Documents in favour of the Lenders or the Lenders Representative on their behalf, as security for: (a) (b) amounts payable under the Financing Agreements; and any other amounts agreed by the Parties,

Provided that: I II the Lenders or the Lenders Representative on their behalf shall have agreed in writing to the provisions of Schedule 12 of this Agreement; and any encumbrances granted by the Seller in accordance with this Article 12.2.2 shall contain provisions pursuant to which the Lenders or the Lenders Representative on their behalf agrees unconditionally with the Seller acting for itself and as trustee of the Procurer(s) to release from such encumbrances all of the right, title and interest to Additional Compensation so as to enable the Procurer(s) to claim its right of subrogation. For the purposes of this Article, Additional Compensation shall mean the compensation that the Seller is entitled, whether actually or contingently, to receive from the Procurer(s) as well as compensated by any person other than the Procurer(s) for the same event.

12.2.3 Article 12.1 does not apply to :

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a) liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of the Seller developing the Power Station; b) pledges of goods, the related documents of title and / or other related documents, arising or created in the ordinary course of the Seller developing the Power Station;; or c) security arising out of retention of title provisions in relation to goods acquired in the ordinary course of the Seller developing the Power Station;.

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13 13.1

ARTICLE 13: GOVERNING LAW AND DISPUTE RESOLUTION Governing Law

13.1.1 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 . [Procurer/Authorized Representative to insert the name of the place] 13.2 Amicable Settlement

13.2.1 Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement including its existence or validity or termination (collectively Dispute) by giving a written notice to the other Party, which shall contain: (i) (ii) (iii) a description of the Dispute; the grounds for such Dispute; and all written material in support of its claim.

13.2.2 The other Party shall, within thirty (30) days of issue of dispute notice issued under Article 13.2.1, furnish: (i) (ii) counter-claim and defences, if any, regarding the Dispute; and all written material in support of its defences and counter-claim.

13.2.3 Within thirty (30) days of issue of notice by any Party pursuant to Article 13.2.1 if the other Party does not furnish any counter claim or defence under Article 13.2.2 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 13.2.3, the Dispute shall be referred to Dispute Resolution in accordance with Article 13.3. 13.3 Dispute Resolution

13.3.1 Where any Dispute arises from a claim made by any Party for any change in or determination of the Tariff or any matter related to Tariff or claims made by any Party which partly or wholly relate to any change in the Tariff or determination of any of such claims could result in change in the Tariff or (ii) relates to any matter agreed to be referred to the Appropriate Commission under Articles 4.9.1, 9.2, 14.1 or Article 26.9.4 of Schedule 12 hereof, such Dispute 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.

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13.3.2 If the Dispute arises out of or in connection with any claims not covered in Article 13.3.1, such Dispute shall be resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996 and the Rules of the Indian Council of Arbitration, in accordance with the process specified in this Article. In the event of such Dispute remaining unresolved as referred to in Article 13.2.3 hereof, any party to such Dispute may refer the matter to registrar under the Rules of the Indian Council of Arbitration. i) The Arbitration Tribunal shall consist of three (3) arbitrators to be appointed in accordance with the Indian Council of Arbitration Rules ii) The place of arbitration shall be . [insert place]. The language of the arbitration shall be English. iii) The Arbitration Tribunals award shall be substantiated in writing. The Arbitration Tribunal shall also decide on the costs of the arbitration proceedings and the allocation thereof. iv) The award shall be enforceable in any court having jurisdiction, subject to the applicable Laws. v) The provisions of this Article shall survive the termination of this PPA for any reason whatsoever. 13.4 Parties to Perform Obligations

13.4.1 Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission or the Arbitration Tribunal as provided in Article 13.3 and save as the Appropriate Commission or the Arbitration Tribunal 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.

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14 14.1

ARTICLE 14: MISCELLANEOUS PROVISIONS [Insert this article only in case of joint procurement] Lead Procurer

14.1.1 The Procurers hereby appoint and authorise [Insert name of the Procurer with the maximum capacity allocation of the Contracted Capacity] [hereinafter referred to as the Lead Procurer] to represent all the Procurers for discharging the rights and obligations of the Procurers, which are required to be undertaken by all the Procurers. All the Procurers shall follow and be bound by the decisions of the Lead Procurer on all matters specified in the Schedule 17 of this Agreement. Accordingly each Procurer agrees that any decision, communication, notice, action or inaction of the Lead Procurer on such matters shall be deemed to have been on its/his behalf and shall be binding on each of the Procurer. The Seller shall be entitled to rely upon any such action, decision or communication or notice from the Lead Procurer. It is clarified that provisions under this Article 14.1 are not intended to and shall not render the Lead Procurer liable to discharge tariff payments due to Seller from the other Procurers. 14.1.2 The Procurers hereby also appoint and authorise [Insert name of the Alternate Procurer, which has the second major capacity allocation of the Contracted Capacity] (hereinafter referred to as the Alternate Lead Procurer), to act as Lead Procurers as per the provisions of this Article 13, on the occurrence of any Event of Default specified in Article 10.2 by the Lead Procurer. In such an event, the Seller may, at its option, within a period of fifteen (15) days from the date of issue of the Sellers Preliminary Default Notice referred to in Article 2.6.2.1 and if the said default by the Lead Procurer subsists, specify in writing to all the Procurers that the Alternate Lead Procurer shall thereafter act as the Lead Procurers. In such a case, if the Seller so notifies, the Alternate Lead Procurer shall, thereafter, act as Lead Procurer for the purposes of this Agreement, and the Lead Procurer earlier appointed under Article 14.1.1 shall automatically cease to be the Lead Procurer. It is clarified that all decisions taken by the . [Insert Name of the Lead Procurer] appointed under Article 14.1.1, in its capacity as Lead Procurer before such change, shall continue to be valid, in accordance with this Agreement. 14.1.3 In the event of . [Insert Name of the Alternate Procurer] becoming the Lead Procurer as per this Article, all the Procurers shall also appoint any of Procurers, other than .. [Insert Name of the Lead Procurer] as an Alternate Lead Procurer and thereafter the provisions of Article 14.1.1shall be applicable. 14.1.4 Notwithstanding anything contained above, any decision which is required to be taken by the Long Procurers jointly under the provisions of Article 14, shall be taken by all the Procurers and in case of difference amongst the Procurers, the said decision shall be taken by the Majority Procurers, as defined in Article 14.1.5 below. 14.1.5 Any decision taken by Procurers, who taken together constitute sixty five percent (65%) of the Contracted Capacity and constitute in number at least fifty percent (50%) of the total number of Procurers (hereinafter referred to as Majority Procurers), shall be binding on the Lead Procurer and all other Procurers. Majority
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Procurers shall also have the right to replace the Lead Procurer by any other Procurer of their choice. All decisions taken by the Majority Procurers in this Agreement shall be conveyed by the Lead Procurer. 14.2 [Insert only in case the Seller is a Project Company] Minimum Equity holding/ Equity Lock-In

14.2.1 The minimum shareholding requirements specified in this Article shall apply to any of the entity/ entities mentioned in 2 of Format 4.6 of the RFP, which have invested in the Project Company. 14.2.2 The aggregate equity share holding of the Lead Member in the issued and paid up equity share capital of the Project Company shall not be less than the following: a) Fifty-one percent (51%) up to a period of two (2) years after commencement of supply of power; and b) Twenty-six (26%) for a period of three (3) years thereafter. 14.2.3 All Members of the Project Company (other than the Lead Member) shall be allowed to divest their equity as long as the other remaining Members (which shall always include the Lead Member) hold the minimum equity specified in Article 14.2.2. 14.2.4 In case equity is held by the Affiliate(s), Parent Company or Ultimate Parent Company, such Affiliate(s), Parent Company or Ultimate Parent Company shall be permitted to transfer its shareholding in the Project Company to another Affiliate or Parent Company or Ultimate Parent Company. If any such shareholding entity, qualifying as an Affiliate /Parent Company/ Ultimate Parent Company, is likely to cease to meet the criteria to qualify as an Affiliate /Parent Company/ Ultimate Parent Company, the shares held by such entity shall be transferred to another Affiliate/ Parent Company/ Ultimate Parent Company. 14.2.5 All transfers of shareholding of the Project Company by any of the entities referred to above, shall be after prior written permission from the Procurer(s). 14.3 Amendment

14.3.1 This Agreement may only be amended or supplemented by a written agreement between the Parties and after duly obtaining the approval of the Appropriate Commission, where necessary. 14.4 Third Party Beneficiaries

14.4.1 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. 14.5 No Waiver

14.5.1 A valid waiver by a Party shall be in writing and executed by an authorized representative of that Party. Neither the failure by any Party to insist on the performance of the terms, conditions, and provisions of this Agreement nor time or other indulgence granted by any Party to the other Parties shall act as a waiver of such
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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. 14.6 Entirety

14.6.1 This Agreement and the Schedules are intended by the Parties as the final expression of their agreement and are intended also as a complete and exclusive statement of the terms of their agreement. 14.6.2 Except as provided in this Agreement, all prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement or the sale or purchase of electrical output up to the Contracted Capacity under this Agreement to the Procurer by the Seller shall stand superseded and abrogated. 14.7 Confidentiality

14.7.1 The Parties undertake to hold in confidence this Agreement and RFP Documents and not to disclose the terms and conditions of the transaction contemplated hereby to third parties, except: a) to their professional advisors; b) to their officers, contractors, employees, agents or representatives, financiers, who need to have access to such information for the proper performance of their activities; or c) disclosures required under Law. without the prior written consent of the other Parties. 14.7.2 Provided that the Seller agrees and acknowledges that any of the Procurer(s) may at any time, disclose the terms and conditions of the Agreement and the RFP Documents to any person, to the extent stipulated under the Law or the Competitive Bidding Guidelines. 14.8 Affirmation

14.8.1 The Seller and Procurer(s), both affirm that: a) neither it nor its respective directors, employees, or agents has paid or undertaken to pay or shall in the future pay any unlawful commission, bribe, pay-off or kickback; and b) it has not in any other manner paid any sums, whether in Indian currency or foreign currency and whether in India or abroad to the other Party to procure this Agreement, and the Seller and Procurer(s) hereby undertake not to engage in any similar acts during the Term of Agreement. 14.9 Severability

14.9.1 The invalidity or enforceability, for any reason, of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this
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Agreement, unless the part held invalid or unenforceable is fundamental to this Agreement. 14.10 Relationship of the Parties This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership or agency or any such other relationship between the Parties or to impose any partnership obligation or liability upon either Party and neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other. 14.11 Counterparts 14.11.1This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which collectively shall be deemed one and the same Agreement. 14.12 Notices 14.12.1All notices to be given under this Agreement shall be in writing and in the English Language. 14.12.2 If to the Seller, all notices or other communication which are required must be delivered personally, by registered or certified mail post or any method duly acknowledged or facsimile to the addresses below: Address :.................................. Attention:................................. E Mail:................................. Fax No:................................... Telephone No:......................... 14.12.3 If to the Procurer(s), all notices or other communication which are required must be delivered personally, by registered or certified mail post or any method duly acknowledged or facsimile to the addresses below: i. ................... [Insert name of the Procurer 1] Address :.................................. Attention:................................. E Mail:................................. Fax No:................................... Telephone No:......................... ................... [Insert name of the Procurer 2] Address :.................................. Attention:................................. E Mail:................................. Fax No:................................... Telephone No:.........................

ii.

. [Insert name of Procurer(s)] 70

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iii.

................... [Insert name of the Procurer n] Address :.................................. Attention:................................. E Mail:................................. Fax No:................................... Telephone No:.........................

14.12.4ll 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 post authorities.. 14.12.5Any 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. 14.13 Language 14.13.1All 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. 14.13.2 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. 14.14 Breach of Obligations 14.14.1The 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. 14.15 Nomination Restriction 14.15.1Notwithstanding anything contained to the contrary in this Agreement, wherever a reference is made to the right of the Procurer(s) to nominate a third Party to receive benefits under this Agreement, such third Party shall have a financial standing comparable to that of the Procurer in question. 14.16 Commercial Acts 14.16.1The Procurer(s) and Seller unconditionally and irrevocably agree that the execution, delivery and performance by each of them of this Agreement and those agreements

. [Insert name of Procurer(s)] 71

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included in the Collateral Arrangement to which it is a Party constitute private and commercial acts rather than public or governmental acts. 14.17 Restriction of Shareholders/Owners Liability 14.17.1Parties 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, in such Party, shall be restricted to the extent provided in Section 426 of the Indian Companies Act, 1956. 14.17.2The provisions of this Article shall supercede any other prior agreement or understanding, whether oral or written, that may be existing between the Procurer, Seller, shareholders/ owners of the Seller, shareholders/ owners of the Procurers or the Selected Bidder before the date of this Agreement, regarding the subject matter of this Agreement. 14.18 Taxes and Duties 14.18.1The Seller shall bear and promptly pay all statutory taxes, duties, levies and cess, assessed/levied on the Seller, its contractors or their employees, that are required to be paid by the Seller as per the Law in relation to the execution of the Power Station and for supplying power as per the terms of this Agreement. 14.18.2Procurer(s) shall be indemnified and held harmless by the Seller against any claims that may be made against Procurer(s) in relation to the matters set out in Article 14.18.1. 14.18.3Procurer(s) shall not be liable for any payment of, taxes, duties, levies, cess whatsoever for discharging any obligation of the Seller by the Procurer(s) on behalf of Seller or its personnel, provided the Seller has consented in writing to Procurer(s) for such work, which consent shall not be unreasonably withheld. 14.19 No Consequential or Indirect Losses 14.19.1The liability of the Seller and the Procurer(s) shall be limited to that explicitly provided in this Agreement. Provided that notwithstanding anything contained in this Agreement, under no event shall the Procurer(s) or the Seller claim from one another any indirect or consequential losses or damages. 14.20 Discretion Except where this Agreement expressly requires a Party to act fairly or reasonably, a Party may exercise any discretion given to it under this Agreement in any way it deems fit. 14.21 Order of priority in application In case of inconsistencies between the agreement(s) executed between the Parties, applicable Law including rules and regulations framed thereunder, the order of
. [Insert name of Procurer(s)] 72

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priority as between them shall be the order in which they are placed below:: applicable Law, rules and regulations framed thereunder, this Agreement

14.22 Independent Entity 14.22.1The Seller shall be an independent entity performing its obligations pursuant to the Agreement. 14.22.2Subject to the provisions of the Agreement, the Seller shall be solely responsible for the manner in which its obligations under this Agreement are to be performed. All employees and representatives of the Seller or contractors engaged by the Seller in connection with the performance of the Agreement shall be under the complete control of the Seller and shall not be deemed to be employees, representatives, contractors of Procurer(s) and nothing contained in the Agreement or in any agreement or contract awarded by the Seller shall be construed to create any contractual relationship between any such employees, representatives or contractors and the Procurer(s). 14.23 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 thereunder, such provision 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. 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 [Procurer]

For and on behalf of [Seller] Name, Designation and Address

Name, Designation and Address _________________________ Signature with seal Witness: 1. 2. _________________________ Signature with seal Witness: 1. 2.

. [Insert name of Procurer(s)] 73

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For and on behalf of [Procurers]

_________________________ Signature with seal Witness: 1. 2. For and on behalf of [Procurers]

_________________________ Signature with seal Witness: 1. 2.

. [Insert name of Procurer(s)] 74

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15 Sl. No.

SCHEDULE 1: NAMES AND DETAILS OF THE PROCURER(S) Name of the Procurer(s) Address of the Procurer(s) Contracted Capacity (MW) Delivery Point (respective STU Pooling Point)

. [Insert name of Procurer(s)] 75

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16

SCHEDULE 2: CALCULATION OF X DAYS (Refer Article 7.5.9)

Percentage of Monthly Invoice which is the subject of default under Article 7.4 as notified in the Notice ( issued under Article 7.5.2) relatable to the present occurrence Less than 25% 25% to 30% More than 30% to 35% More than 35% to 40% More than 40%

Number of times a Notice has been issued under Article 7.5.2 to the defaulting Procurer prior to present occurrence 1st time 2nd time 3rd time 4th time and onwards

x = 20 days x = 20 days x = 20 days x = 20 days x = 20 days

x = 25 days x = 30 days x = 35 days x = 40 days x = 45 days

x = 40 days x = 45 days x = 50 days x = 55 days x = 60 days

x = 60 days x = 65 days x = 70 days x = 75 days x = 90 days

. [Insert name of Procurer(s)] 76

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17

SCHEDULE 3: AVAILABILITY FACTORS

17.1.1 The following matters shall be determined as per the provisions of the Grid Code and ABT: a) Availability declaration and calculation of Availability or Availability Factor; b) Requirement for Spinning Reserves; c) Procedure for revision of Availability; d) Consequences of failure to demonstrate capacity or misdeclarations of capacity; and e) Other matters which may be related to Availability or Availability Factor.

. [Insert name of Procurer(s)] 77

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18 18.1

SCHEDULE 4: TARIFF General i) The method of determination of Tariff Payments for any Contract Year during the Term of Agreement shall be in accordance with this Schedule. ii) The Tariff shall be paid in [Insert as applicable two parts comprising of Capacity and Energy Charge or as a single-part Tariff, as mentioned in Schedule 8 of this Agreement]. iii) For the purpose of payments, the Tariff will be Quoted Tariff, escalated as provided in this Schedule 4 for the applicable Contract Year as specified in Schedule 8. iv) [Insert in case of base load requirement] The full Capacity Charges shall be payable based on the Contracted Capacity at Normative Availability and Incentive shall be provided for Availability beyond . [Insert number in percentage (%)] as provided in this Schedule. In case of Availability being lower than the Normative Availability, the Capacity Charges shall be payable on proportionate basis in addition to the penalty to be paid by the Seller as provided in this Schedule.

18.2

Monthly Tariff Payment

18.2.1 Components of Monthly Tariff Payment The Monthly Bill for any Month in a Contract Year shall consist of the following: i) Monthly Capacity Charge Payment in accordance with Article 18.2.2 below; ii) Monthly Energy Charge for Scheduled Energy in accordance with Article 18.2.3 below; iii) Incentive Payment determined in accordance with Article 18.2.4 below (applicable on annual basis and included only in the Monthly Tariff Payment for the first month of the next Contract Year); iv) Penalty Payment determined in accordance with Article 18.2.5 below (applicable on annual basis and included only in the Monthly Tariff Payment for the first month of the next Contract Year); 18.2.2 Monthly Capacity Charge Payment21 18.2.2.1 The Monthly Capacity Charge Payment for any Month m in a Contract Year n shall be calculated as below:

In case of Hydro Power Plant the Monthly Capacity Charges will be determined by multiplying the Normative Capacity Index by the Quoted Tariff. In a given month in a contract year, . Additionally, Incentive calculation for Hydro Power Plant will be with respect to Normative Capacity index and as specified in the CERC (Terms and Conditions of Tariff), Regulations . [Insert name of Procurer(s)] 78

21

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If CAA >= NA, FCm= j (NA * AFCyn * CC * L*Nactual/Ncontract)- C(m-1) Else: FCm= j (AFCyn * AA * CC * L)- C(m-1) where: a) j is the summation of all the relevant values separately for each Settlement Period from the start of the contract year in which Month m occurs up to and including Month m b) FCm is the Capacity Charge payment for the Month m (in Rupees) c) AFCyn is the Capacity Charge and is sum of a) Payable Escalable Capacity Charges AEFCyn and b) Payable Non Escalable Capacity Charges ANEFCyn for the month in which the relevant Settlement Period occurs in the Contract Year n (in Rs/ kWh) and computed as mentioned hereunder; d) AEFCyn is the Payable Escalable Capacity Charges for month m in which the relevant Settlement Period occurs in the Contract Year n, expressed in Rs/ kWh and is equal to the Quoted Escalable Capacity Charges as provided in Schedule 8 for the first Contract Year and for subsequent Contract Years duly escalated by the following formula: AEFCyn where, a) QAEFCyn is the Quoted Escalable Capacity Charges (in Rs/ kWh) in the first Contract Year as per Schedule 8; b) p is the Escalation Index as per Schedule 6 at the beginning of the Month in which the relevant Settlement Period occurs.(expressed as a number); c) q is the Escalation Index as per Schedule 6 applicable as at the beginning of the first Contract Year mentioned in Schedule 8 (expressed as a number); d) ANEFCyn is the Payable Non Escalable Capacity Charges for the Month m in which the relevant Settlement Period occurs, expressed in Rupees/kWh and is equal to the Quoted Non Escalable Capacity Charges for the Contract Year in which such month occurs, as provided in Schedule 8; e) CAA is the cumulative Availability, as per REA, from the first day of the Contract Year n in which month m occurs up to and including Month m;
. [Insert name of Procurer(s)] 79

= QAEFCyn * p/q

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f) AA is the Availability, as per REA, in the relevant Settlement Period (expressed as a percentage of Contracted Capacity in such Settlement Period), expressed as a percentage; g) CC is the Contracted Capacity in the relevant Settlement Period (expressed in kW); h) L is the number of minutes in relevant Settlement Period, as divided by total number of minutes in one hour, (expressed as hours); i) Nactual is the number of hours of power supply in a day (24 in the case of base load and seasonal load requirement); j) Ncontract k) NA is the number of hours of power supply in a day as per the contract;

Normative Availability; and

l) C(m-1) is the cumulative Capacity Charge payable from the first day of the Contract Year n in which month m occurs up to and including Month m-1 but not including month m, (in Rupees). Provided, no Capacity Charges shall be paid for the Settlement Period during which the RLDC has not allowed the operation of the power station due to Sellers failure to operate it as per the provisions of Grid Code.

18.2.3 Monthly Energy Charges22 18.2.3.1 The Monthly Energy Charges to be paid to the Seller shall be determined considering the supply from the type of plant, as detailed hereunder: [Select in case of Seller has chosen domestic coal-based plants with captive coal block, as source for its supply of power] The Monthly Energy Charges (in Rupees) for Month m shall be calculated as under: MEPm = AEOm * MEPn where: a) MEPm is the Monthly Energy Charges for Month m (in Rs.); and b) AEOm is the Scheduled Energy during the Month m (in kWh). MEPn is the Energy Charge, in Rs/ kWh, and is the sum of (a) Payable Escalable Energy Charges (MEEPn) and (b) Payable Non-Escalable Energy Charges
22

This component of tariff will not be applicable for Hydro Plants . [Insert name of Procurer(s)] 80

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(MNEEPn) for the Contract Year n in which month m occurs and computed as mentioned hereunder:

MEEPn is the Payable Escalable Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is calculated as: MEEPn = QMEEPn * p/q where: a) QMEEPn is the Quoted Escalable Energy Charges (Rs/ kWh) quoted for the first Contract Year as per Schedule 8; b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number); and c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number). MNEEPn is the Payable Non Escalable Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8.

[Select in case of Seller has chosen domestic coal-based plants having linkage based coal, as source for its supply of power] 18.2.3.2 The Monthly Energy Charges (in Rupees) for Month m shall be calculated as under: MEPm = AEOm * MEPn where: a) MEPm is the Monthly Energy Charges for Month m (in Rs.); b) AEOm is the Scheduled Energy during the Month m (in kWh); and

c) MEPn is the Energy Charge, in Rs/ kWh, and is expressed as below: MEPn is the sum of the following: (i) Payable Escalable Energy Charges (MEEPn), (ii) Payable Escalable Transportation Energy Charges (METEPn ), (iii) Payable Non Escalable Energy Charges (MNEEPn) and (iv) Payable Non Escalable Transportation Energy Charges (MNETEPn) for the Contract Year n in which month m occurs and computed as mentioned hereunder: where:

. [Insert name of Procurer(s)] 81

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MEEPn = QMEEPn * p(EE)/q(EE) METEPn = QMETEPn * p(ET)/q(ET) where: a) QMEEPn is the Quoted Escalable Energy Charges quoted in the first Contract Year as per Schedule 8; b) QMETEPn is the Quoted Escalable Inland Transportation Energy Charges quoted in the first Contract Year as per Schedule 8; c) p(EE) is the Escalation Index as per Schedule 6 at the beginning of Month m (expressed as a number); d) q(EE) is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); e) p(ET) is the Escalation Index for Inland Coal Transportation as per Schedule 6 at the beginning of Month m (expressed as a number); f) q(ET) is the Escalation Index for Inland Coal Transportation as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); g) MNEEPn is the Payable Non Escalable Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8; and h) MNETEPn is the Payable Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8.

[Select in case of Seller has chosen coastal plants using imported coal, as generation source] 18.2.3.3 The Monthly Energy Charges (in Rupees) for Month m shall be calculated as under: MEPm = AEOm * MEPn where: a) MEPm is the Monthly Energy Charges for Month m (in Rs.); b) AEOm is the Scheduled Energy during the Month m (in kWh); and c) MEPn is the Energy Charge, in Rs/ kWh, and is expressed as below:
. [Insert name of Procurer(s)] 82

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

MEPn is the sum of the following: (i) Payable Escalable Fuel Energy Charges (MEFEPn), (ii) Payable Escalable Transportation Energy Charges (METEPn), (iii) Payable Escalable Fuel Handling Energy Charges (MEFHEFPn), (iv) Payable Non Escalable Fuel Energy Charges (MNEFEPn), (v) Payable Non Escalable Transportation Energy Charges (MNETEPn), and (vi) Payable Non Escalable Fuel Handling Energy Charges (MNEFHEPn) for the Contract Year n in which month m occurs and computed as mentioned hereunder: MEFEPn = QMEFEPn * [(p1/q1 + p2/q2 + . + px/qx)/x] * FX where: a) QMEFEPn is the Quoted Escalable Fuel Energy Charges mentioned in the first Contract Year as per Schedule 8 (in US$/ kWh); b) p1 is the simple average value of the Barlow Jonker coal index for the immediately preceding 12 month period prior to the beginning of the Contract Year in which month m occurs; c) q1 is the simple average value of the Barlow Jonker Coal Index for the immediately preceding 12 month prior to two months before the Bid Deadline; d) p2 is the simple average value of the South African Coal Index for the immediately preceding 12 month period prior to the beginning of the Contract Year in which month m occurs; e) q2 is the simple average value of the South African Coal Index for the immediately preceding 12 month prior to two months before the Bid Deadline; f) p3 is the simple average value of the Japanese Power Utility Index for the immediately preceding 12 month period prior to the beginning of the Contract Year in which month m occurs; g) q3 is the simple average value of the Japanese Power Utility Index for the immediately preceding 12 month prior to two months before the Bid Deadline; h) p4 is the simple average value of the Argus/ McCloskey Coal Index for the immediately preceding 12 month period prior to the beginning of the Contract Year in which month m occurs; i) q4 is the simple average value of the Argus/ McCloskey Coal Index for the immediately preceding 12 month prior to two months before the Bid Deadline; j) p5 is the simple average value of the TFS AP4 Coal Index for the immediately preceding 12 month period prior to the beginning of the Contract Year in which month m occurs; k) q5 is the simple average value of the TFS AP4 Coal Index for the immediately preceding 12 month prior to two months before the Bid Deadline; l) x is the number of coal indices which are being used for the calculation of the Payable Indexed Energy Charges; and
. [Insert name of Procurer(s)] 83

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

m) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. METEPn = QMETEPn * p/q * FX where: a) QMETEPn is the Quoted Escalable Transportation Energy Charges mentioned in the first Contract Year as per Schedule 8 (in US$/ kWh); b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number); c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); and d) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. MEFHEPn = QMEFHEPn * p/q where: a) QMEFHEPn is the Quoted Escalable Fuel Handling Energy Charges mentioned in the first Contract Year as per Schedule 8 (in Rs/ kWh); b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number); and c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number). MNEFEPn = QMNEFEPn * FX where: a) QMNEFEPn is the Quoted Non Escalable Fuel Energy Charges of the Contract Year n in which month m occurs expressed in US$/ kWh and is equal to the Quoted Indexed/ Non Escalable Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8; and b) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. MNETEPn = QMNETEPn * FX where:

. [Insert name of Procurer(s)] 84

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a) QMNETEPn is the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs expressed in US$/ kWh and is equal to the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8; and b) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. MNEFHEPn is the Payable Non Escalable Fuel Handling Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Fuel Handling Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8.

18.2.3.4 For the purpose of the above calculation of Payable Indexed Energy Charges: a) Barlow Jonker Coal Index shall mean FOB spot price index related to prevailing price of thermal coal from New South Wales, Australia as aggregated and published by Barlow Jonker Pty. Ltd.; b) South African Coal Index shall mean the weekly FOB index that indicates the price of thermal coal bound for Europe from Richards Bay, as published in South African Coal Report and aggregated and published by Barlow Jonker Pty. Ltd.; c) TFS AP4 means the index of the average of the Argus FOB Richards Bay assessment as published in both the Argus Coal Daily International and Argus Coal Daily on Friday and McCloskeys Coal Report and the SACR Europe spot price indicator as published in the monthly South African coal report and weekly in From the Coal Face; d) Argus/ McCloskey Coal Index means the index which an average of the Argus FOB New Castle assessment as published in the Argus Coal Daily International on Friday and McCloskeys FOB New Castle assessment as published in both McCloskeys FOB Fax on Friday and McCloskeys Coal Report as published in SACR, From the Coal Face, Fax on Friday, Argus McCloskey Coal Price Index Report as aggregated by the Argus Media Group; and e) If at any time, any coal index mentioned above is not being published, the average of the remaining indices shall be taken, if there is no remaining coal index, the same shall be decided by CERC.

[Select in case the Seller has chosen gas-based plants having domestic (pipeline) gas, as source for its supply of power] 18.2.3.5 The Monthly Energy Charges (in Rupees) for Month m shall be calculated as under: MEPm = AEOm * MEPn
. [Insert name of Procurer(s)] 85

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

where: a) MEPm is the Monthly Energy Charges for Month m (in Rs.); b) AEOm is the Scheduled Energy during the Month m (in kWh); and c) MEPn is the Energy Charge, in Rs/ kWh, and is expressed as below: MEPn is the sum of the following: (i) Payable Escalable Energy Charges (MEEPn), (ii) Payable Escalable Transportation Energy Charges (METEPn ), (iii) Payable Non Escalable Energy Charges (MNEEPn) and (iv) Payable Non Escalable Transportation Energy Charges (MNETEPn) for the Contract Year n in which month m occurs and computed as mentioned hereunder: where: MEEPn = QMEEPn * p(EE)/q(EE) METEPn = QMETEPn * p(EGT)/q(EGT) where: a) QMEEPn is the Quoted Escalable Energy Charges (in Rs/ kWh) quoted in the first Contract Year as per Schedule 8; b) QMETEPn is the Quoted Escalable Transportation Energy Charges (in Rs/ kWh) quoted in the first Contract Year as per Schedule 8; c) p(EE) is the Escalation Index as per Schedule 6 at the beginning of Month m (expressed as a number); d) q(EE) is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); e) p(EGT) is the Escalation Index for Inland Gas Transportation as per Schedule 6 at the beginning of Month m (expressed as a number); and f) q(EGT) is the Escalation Index for Inland Gas Transportation as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number). MNEEPn is the Payable Non Escalable Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8 MNETEPn is the Payable Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8.

. [Insert name of Procurer(s)] 86

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

[Select in case of Seller has chosen gas-based plants using imported R-LNG, as generation source] 18.2.3.6 The Monthly Energy Charges (in Rupees) for Month m shall be calculated as under: MEPm = AEOm * MEPn where: a) MEPm is the Monthly Energy Charges for Month m (in Rs.); b) AEOm is the Scheduled Energy during the Month m (in kWh); d) MEPn is the Energy Charge, in Rs/ kWh, and is expressed as below: MEPn is the sum of the following: (i) Payable Escalable Energy Charges (MEEPn), (ii) Payable Escalable Transportation Energy Charges (METEPn), (iii) Payable Escalable Fuel Handling Energy Charges (MEFHEPn), (iv) Payable Non Escalable Energy Charges (MNEEPn), (v) Payable Non Escalable Transportation Energy Charges (MNETEPn) and (vi) Payable Non Escalable Fuel Handling Energy Charges (MNEFHEPn) for the Contract Year n in which month m occurs and computed as mentioned hereunder: MEEPn = QMEEPn * (p/q) * FX where: a) QMEEPn is the Quoted Escalable Energy Charges mentioned in the first Contract Year as per Schedule 8 (in US$/ kWh); b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number); c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); and d) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. METEPn = QMETEPn * p/q * FX where: a) QMETEPn is the Quoted Indexed Transportation Energy Charges mentioned in the first Contract Year as per Schedule 8 (in US$/ kWh); b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number);

. [Insert name of Procurer(s)] 87

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c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number); and d) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI. MEFHEPn = QMEFHEPn * p/q where: a) QMEFHEPn is the Quoted Escalable Fuel Handling Energy Charges mentioned in the first Contract Year as per Schedule 8 (in Rs/ kWh); b) p is the Escalation Index as per Schedule 6 at the beginning of the Month m (expressed as a number); and c) q is the Escalation Index as per Schedule 6 as at the beginning of first Contract Year mentioned in Schedule 8 (expressed as a number). MNEEPn = QMNEEPn * FX where: a) QMNEEPn is the Quoted Non Escalable Energy Charges of the Contract Year n in which month m occurs expressed in US$/ kWh and is equal to the Quoted Indexed/ Non Escalable Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8 b) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI MNETEPn = QMNETEPn * FX where: a) QMNETEPn is the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs expressed in US$/ kWh and is equal to the Quoted Non Escalable Transportation Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8 b) FX shall be the simple average of SBI TT buying rate (for Rs/ US$) for last fifteen (15) days prior to the first day of the Month m for which such exchange rates are published by SBI MNEFHEPn is the Payable Non Escalable Fuel Handling Energy Charges of the Contract Year n in which month m occurs expressed in Rs/ kWh and is equal to the Quoted Non Escalable Fuel Handling Energy Charges of the Contract Year n in which month m occurs, as provided in Schedule 8

. [Insert name of Procurer(s)] 88

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18.2.4 Contract Year Energy Incentive Payment23 18.2.4.1 If and to the extent the Availability in a Contract Year exceeds . [Insert number (%)],, an incentive at the rate of forty ( 40%) of the Quoted Non Escalable Capacity Charges (in Rs./kWh) for such Contract Year mentioned in Schedule 8 subject to a maximum of twenty five (25) paisa /kWh, shall be allowed on the energy (in kWh) corresponding to the Availability in excess of . [Insert number (%)],. 18.2.5 Contract Year Penalty for Availability below . [Insert number (%)] during the Contract Year 24 18.2.5.1 In case the Availability for a Contract Year is less than . [Insert number (%)], the Seller shall pay a penalty at the rate of twenty percent (20%) of the simple average Capacity Charge (in Rs./kWh) for all months in the Contract Year applied on the energy (in kWh) corresponding to the difference between . [Insert number (%)],and Availability during such Contract Year. 18.3 Deviation from the Schedule

18.3.1 Variation between Scheduled Energy and actual energy at the Delivery Point shall be accounted for through Unscheduled Interchange (UI) Charges as detailed in the Grid Code and ABT. 18.4 Transmission/Wheeling Charges and Scheduling Charges

18.4.1 The payment of transmission/wheeling charges, from the Injection Point onwards shall be settled between the CTU/STU and the Procurer. The payment of scheduling charges to the respective nodal agency (RLDC or SLDC) shall be the responsibility of the Procurer. 18.5 Penalty and rights relating to Minimum Guaranteed Quantity of Fuel [applicable in case of imported coal based power station or imported LNG based power station].

18.5.1 In case Seller has to pay penalty to the fuel supplier for not purchasing the minimum guaranteed quantity of Fuel mentioned in the Fuel Supply Agreement and if during that Contract Year Availability of Seller is greater than the Minimum Offtake Guarantee but the Procurer has not Scheduled Energy corresponding to such Minimum Off-take Guarantee during that Contract Year, then Seller will raise an invoice for the lower of the following amount, on the Procurer, if it has not achieved
This has to be decided by the Procurer and one of the options could be to link it with the rate specified in clause 23 Of the CERC (Terms and Conditions of Tariff) Regulations, 2004 norms i.e. for thermal power plants. These incentives could be a different figure for thermal and hydro plants. Further, , in no case the incentive shall be higher than the 40% of the non-escalable capacity charges quoted by the Bidder. For hydro power plant, if the Actual Capacity Index is greater than the Normative Capacity Index then the formula used for payment of incentive may be as follows: 0.65 *AFC*(CIa- CIn).Where AFC is the annual capacity charges and CIa & CIn are the actual and normative capacity index respectively. But the Procurer may decide on some other rates or mechanism to determine the incentive payment. 24 In case of hydro plants units generated will be calculated taking into account the availability of water i.e. no hydrological risk to the Bidder. For Hydro plants separate penalty mechanism linked to Capacity Index needs to be decided by the Procurer. For Hydro Plants to hedge the Hydrological risks the penalty shall be paid by the Seller for not supplying the Energy corresponding to minimum offtake guarantee only if Actual Capacity Index is lower than the Normative Capacity Index. . [Insert name of Procurer(s)] 89
23

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

Minimum Off-take Guarantee during that Contract Year, in proportion to its difference between Scheduled Energy assuming offtake corresponding to Minimum Offtake Guarantee and Scheduled Energy for the following amount: i) ii) penalty paid to the fuel supplier under the Fuel Supply Agreement in that Contract Year, along with documentary proof for payment of such penalty, or an amount corresponding to twenty percent (20%) of cumulative Monthly Capacity Charge Payment (in Rs.) for the Procurer made for all the months in that Contract Year multiplied by (1- X/Y) where: X is the Scheduled Energy during the Contract Year (in kWh); and Y is the Scheduled Energy corresponding to Minimum Offtake Guarantee for the Procurer during the Contract Year (in kWh). Provided, within ten (10) days of the end of each Month after the Scheduled Delivery Date, the Seller shall provide a statement to the Procurer, providing a comparison of the cumulative dispatch for all previous Months during the Contract Year with the Minimum Offtake Guarantee of the Procurer. Further, such statement shall also list out the deficit, if any, in the Fuel offtake under the Fuel supply agreement, due to cumulative dispatch being less than the Minimum Offtake Guarantee. In case of a Fuel offtake deficit, within a period of fifteen (15) days from the date of receipt of the above statement from the Seller and after giving a prior written notice of al least seven (7) days to the Seller, the concerned Procurer shall have the right to avail such deficit at the same price at which such deficit fuel was available to the Seller under the Fuel supply agreement and to sell such deficit to third parties. 18.6 Tariff for the period prior to Scheduled Delivery Date and for Contract Years beyond the 25 years from the Scheduled Delivery Date

18.6.1 The Tariff for the period prior to Scheduled Delivery Date shall be the quoted tariff of the first year with escalation for relevant period only for energy charge. The Tariff for the Contract Years beyond the 25 years from the Scheduled Delivery Date shall be the Quoted Tariff of the 25th year from the Scheduled Delivery Date with applicable escalation. 18.7 Settlement of Bills

18.7.1 The penalty of actual Availability shortfall during the Contract Year, Deviation from the schedule, Transmission & Scheduling Charges, and Penalty to be paid to fuel supplier will be settled as detailed in Articles 18.2.2, 18.2.5, 18.3, 18.41 and 18.5 of this Schedule. 18.7.2 Notwithstanding anything contained in this agreement, no separate reimbursement shall be allowed for the cost of the secondary fuel.

. [Insert name of Procurer(s)] 90

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19 19.1

SCHEDULE 5: DETAILS OF INJECTION POINT / DELIVERY POINT General

19.1.1 The Injection Point shall be the point [insert point chosen by the Seller in its Submitted Bid, from the list of possible points in Format 5.10 in the RFP], at which the Seller shall supply power to the Procurer, as per the provisions of this Agreement. 19.1.2 The Delivery Point shall be the point [insert the STU pooling point specified by the Procurer(s) in Format 5.1 in the RFP]

. [Insert name of Procurer(s)] 91

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20

SCHEDULE 6: ESCALATION INDEX

20.1.1 The index (Escalation Index) to be applied for escalation of Quoted Escalable Capacity Charges and Quoted Escalable Energy Charges (excepting Transportation Energy Charges) shall be computed by assuming that as on the date of the Bid Deadline (for Quoted Escalable Energy Charges) and Scheduled Delivery Date (for Quoted Escalable Capacity Charges), the value of such Escalation Index is 100. Thereafter for each Month after the Bid Deadline (for Quoted Escalable Energy Charges) and Scheduled Delivery Date (for Quoted Escalable Capacity Charges), the value of the Escalation Index shall be computed by applying the per annum inflation rate specified by CERC for payment of escalable (or indexed) capacity charge and escalable energy charge, as per the provisions of the Competitive Bidding Guidelines. 20.1.2 For the avoidance of doubt, if the prevailing inflation rate for Quoted Escalable Energy Charges specified by CERC is 4.7% per annum, then at the end of the first Month after the Bid Deadline, the value of the Escalation Index shall be 100.3917 [i.e. (100 + 4.7/12)] for Quoted Escalable Energy Charges. Thereafter, at the end of the second month beyond such first Month, the value of the Escalation Index shall be 100.7834 [i.e. (100.3917 + 4.7/12)] and so on. The value of the escalation index shall be calculated up to the fourth decimal point. 20.1.3 The different per annum inflation rates will be specified by CERC for the following, which shall be revised only at the end of every six months: a) Quoted Escalable Capacity Charges; b) Quoted Escalable Energy Charges; c) Quoted Escalable Fuel Energy Charges; d) Quoted Escalable Transportation Energy Charges, separately for linkage based coal, imported coal, domestic gas and imported R-LNG; and e) Quoted Escalable Fuel Handling Energy Charges, separately for imported coal and imported R-LNG. 20.1.4 The inflation rates for the components (d) and (e) above shall be applicable only to coastal coal-based plants using imported coal and imported R-LNG based thermal plants. 20.1.5 In case due to some reason, CERC discontinues the publication of any of the inflation rate(s) mentioned above, the Procurer and the Seller shall replace the above inflation rate(s) with inflation rate(s) which shall be computed on the same basis as was being used by CERC to estimate their notified inflation rate.

. [Insert name of Procurer(s)] 92

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21 21.1

SCHEDULE 7: REPRESENTATION AND WARRANTIES Representations and Warranties by the Procurer

The Procurer hereby represents and warrants to and agrees with the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with the transactions described in this Agreement: 21.1.1 The Procurer has all requisite powers authorising and has been duly authorized to execute and consummate this Agreement ; i) This Agreement is enforceable against the Procurer in accordance with its terms; ii) The consummation of the transactions contemplated by this Agreement on the part of the Procurer will not violate any provision of nor constitute a default under, nor give rise to a power to cancel any charter, mortgage, deed of trust or lien, lease, agreement, license, permit, evidence of indebtedness, restriction, or other contract to which the Procurer is a party or to which the Procurer is bound, which violation, default or power has not been waived; iii) The Procurer is not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against the Procurer; iv) There are no actions, suits, claims, proceedings or investigations pending or, to the best of the Procurers knowledge, threatened in writing against the Procurer at law, in equity, or otherwise, and whether civil or criminal in nature, before or by, any court, commission, arbitrator or governmental agency or authority, and there are no outstanding judgments, decrees or orders of any such courts, commission, arbitrator or governmental agencies or authorities, which materially adversely affect its ability to comply with its obligations under this Agreement. v) The quantum of Contracted Capacity of Procurer does not exceed the projected additional demand forecast for the next three (3) years, as required under the Bidding Guidelines 21.1.2 The Procurer makes all the representations and warranties above to be valid as on the date of this Agreement. 21.2 Representation and Warranties of the Seller

21.2.1 The Seller hereby represents and warrants to and agrees with the Procurer as follows and acknowledges and confirms that the Procurer is relying on such representations and warranties in connection with the transactions described in this Agreement: i) The Seller has all requisite power authorising and has been duly authorized to execute and consummate this Agreement; ii) This Agreement is enforceable against the Seller in accordance with its terms; iii) The consummation of the transactions contemplated by this Agreement on the part of the Seller will not violate any provision of nor constitute a default under, nor give rise to a power to cancel any charter, mortgage, deed of trust or lien, lease,
. [Insert name of Procurer(s)] 93

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agreement, license, permit, evidence of indebtedness, restriction, or other contract to which the Seller is a party or to which the Seller is bound which violation, default or power has not been waived; iv) The Seller is not insolvent and no insolvency proceedings have been instituted, or not threatened or pending by or against the Seller; v) There are no actions, suits, claims, proceedings or investigations pending or, to the best of Sellers knowledge, threatened in writing against the Seller at law, in equity, or otherwise, and whether civil or criminal in nature, before or by, any court, commission, arbitrator or governmental agency or authority, and there are no outstanding judgments, decrees or orders of any such courts, commission, arbitrator or governmental agencies or authorities, which materially adversely affect its ability to supply power or to comply with its obligations under this Agreement. vi) The Seller/ Selected Bidder has neither made any statement nor provided any information in his Bid, which was materially inaccurate or misleading at the time when such statement was made or information was provided. Further, all the confirmations, undertakings, declarations and representations made in the Bid are true and accurate and there is no breach of the same. 21.2.2 The Seller makes all the representations and warranties above to be valid as on the date of this Agreement. 21.2.3 In the event that any of the representations and warranties made by the Seller in the Article above not true or are incorrect, the occurrence of such event would amount to a Seller Event of Default under Article 10.1 of this Agreement and the Procurers shall have the right to terminate this Agreement in accordance with Article 10 of this Agreement.

. [Insert name of Procurer(s)] 94

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22

SCHEDULE 8: QUOTED TARIFF

(Quoted Tariff from Format 4.12 of RFP of the Selected Bid to be inserted here)

. [Insert name of Procurer(s)] 95

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23

SCHEDULE 9: FORMAT OF THE CONTRACT PERFORMANCE GUARANTEE

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution. Foreign entities submitting Bids are required to follow the applicable law in their country. To be provided separately in the name of each of the Procurer(s), in proportion to their Contracted Capacity) In consideration of the ..[Insert name of the Successful Bidder with address] agreeing to undertake the obligations under the PPA and the other RFP Documents and ... [Insert name of Procurer(s)](herein after referred to as Procurer(s)), agreeing to execute the RFP Documents with the Successful Bidder for procurement of power on .. [Procurer/Authorized Representative to insert medium or long, as applicable] term basis through tariff based competitive bidding process for meeting the requirements of the Procurer(s) and the . [Insert name and address of the bank issuing the guarantee and address of the head office] (hereinafter referred to as Guarantor Bank) hereby agrees unequivocally, irrevocably and unconditionally to pay to the Procurer(s) at [Insert address of Procurer(s)] forthwith on demand in writing from the Procurer(s) or any Officer authorized by it in this behalf, any amount up to and not exceeding Rupees .. crores only [Insert the amount of the bank guarantee computed on the basis of thirty (30) lakhs/MW with the respect to Contracted Capacity of [Insert as applicable: Procurer/each Procurer]] in respect of the Procurer(s)] as per the terms of PPA] on behalf of M/s. . [Insert name of the Successful Bidder]. This guarantee shall be valid and binding on the Guarantor Bank up to and including .[Insert date of validity of CPG] and shall not be terminable by notice or any change in the constitution of the Bank or the term of the PPA or by any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any extension of time or variations or alternations made, given, or agreed with or without our knowledge or consent, by or between parties to the respective agreement. Our liability under this Guarantee is restricted to Rs. .. crores (Rs. .. crores only). Our Guarantee shall remain in force until .. [Insert the date of validity of the Guarantee as per Clause 2.13 of the RFP]. The Procurer(s) shall be entitled to invoke this Guarantee up to thirty (30) days of the last date of the validity of this Guarantee. The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the written demand from the Procurer(s), made in any format, raised at the above mentioned address of the Guarantor Bank, in order to make the said payment to the Procurer(s) . The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions and notwithstanding any objection by, .. [Insert name of the Successful Bidder] and/or any other person. The Guarantor Bank shall not require the Procurer(s) to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against the Procurer(s) in respect of any payment made hereunder. This BANK GUARANTEE shall be interpreted in accordance with the laws of India.
. [Insert name of Procurer(s)] 96

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

The Guarantor Bank represents that this BANK GUARANTEE has been established in such form and with such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger, amalgamation, restructuring, liquidation, winding up, dissolution or any other change in the constitution of the Guarantor Bank. This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly the Procurer(s) shall not be obliged before enforcing this BANK GUARANTEE to take any action in any court or arbitral proceedings against the Successful Bidder/Seller, to make any claim against or any demand on the Successful Bidder/Seller or to give any notice to the Successful Bidder/Seller or to enforce any security held by the Procurer(s) or to exercise, levy or enforce any distress, diligence or other process against the Successful Bidder/Seller. The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to the Procurer(s) and may be assigned, in whole or in part, (whether absolutely or by way of security) by the Procurer(s) to any entity to whom it is entitled to assign its rights and obligations under the PPA. The Guarantor Bank hereby agrees and acknowledges that the Procurer(s) shall have a right to invoke this Bank Guarantee either in part or in full, as it may deem fit. Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted to Rs. .. crores (Rs. .. crores only) and it shall remain in force until [Date to be inserted on the basis of Article .of PPA], with an additional claim period of thirty (30) days thereafter. This BANK GUARANTEE shall be extended from time to time for such period, as may be desired by .. [Insert name of the Successful Bidder/Seller]. We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only if the Procurer(s) serves upon us a written claim or demand. In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this .. day of at . Witness: 1. . Name and Address. 2. .. Name and Address Signature Name: Designation with Bank Stamp

Attorney as per power of attorney No. For:

Standard PPA for [Insert medium or long, as applicable] term power procurement under Case -1 __________________________________________________________________________________________

. [Insert Name of the Bank] Bankers Stamp and Full Address: Dated this day of 20..

Notes: i. The Stamp Paper should be in the name of the Executing Bank. This date shall be one month after the Bid Validity.

. [Insert name of Procurer(s)] 98

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24

SCHEDULE 10: SELECTED BID

. [Insert name of Procurer(s)] 99

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25

SCHEDULE 11: LIST OF BANKS

Scheduled Commercial Banks

SBI and Associates 1. State Bank of India 2. State Bank of Bikaner and Jaipur 3. State Bank of Hyderabad 4. State Bank of Indore 5. State Bank of Mysore 6. State Bank of Patiala 7. State Bank of Saurashtra 8. State Bank of Travancore

Nationalised Banks 1. Allahabad Bank 2. Andhra Bank 3. Bank of India 4. Bank of Maharashtra 5. Bank of Baroda 6. Canara Bank 7. Central Bank of India 8. Corporation Bank 9. Dena Bank 10. Indian Bank 11. Indian Overseas Bank 12. Oriental Bank of Commerce 13. Punjab National Bank 14. Punjab and Sind Bank 15. Syndicate Bank 16. Union Bank of India 17. United Bank of India
. [Insert name of Procurer(s)] 101

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18. UCO Bank 19. Vijaya Bank 2. Foreign Banks 1 2 3 4 5 6 7 8 9 BNP Paribas Citi Bank N.A. Deutsche Bank A.G. The Hongkong and Shanghai Banking Corporation Ltd. Standard Chartered Bank ABN Amro Bank N.V. UFJ Bank Ltd. Sumitomo Mitsui Banking Corporation Societe Generale

10 Barclays Bank 11 Bank of Novascotia

3. Scheduled Private Banks 1 2 3 4 5 6 ING Vysya Bank Ltd. ICICI Bank Ltd. HDFC Bank Ltd. IDBI Bank Ltd Axis Bank Kotak Mahindra Bank

[Note: The Procurer/Authorized Representative is authorized to modify the aforesaid list of Banks as deemed fit. Such modification shall not be construed as a change in standard bidding documents.]

. [Insert name of Procurer(s)] 102

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26 26.1

SCHEDULE 12: SUBSTITUTION RIGHTS OF THE LENDERS Substitution of the Seller

26.1.1 Subject to the terms of the PPA, upon occurrence of a Seller Event of Default under the PPA, the Lenders shall, have the right to seek substitution of the Seller by a Selectee for the residual period of the PPA, for the purposes of securing the payments of the total debt amount from the Seller and performing the obligations of the Seller, in accordance with the provisions of this Schedule. 26.1.2 The Lenders may seek to exercise right of substitution by an amendment or novation of the PPA and other Bid Documents executed between Procurer(s) and the Seller in favour of the Selectee, the Procurer(s) and the Seller shall cooperate with the Lenders to carry out such substitution. 26.2 Procurers Notice of Default

26.2.1 The relevant Procurer(s) (i.e. the Procurer(s) who serve(s) the Preliminary Default Notice on the Seller as per this Agreement), shall simultaneously also issue a copy of the same to the Lenders. 26.3 Substitution Notice

26.3.1 In the event of failure of the Seller to rectify the event giving rise to Preliminary Default Notice and on receipt of a copy of the Termination Notice by the Procurer(s), the Lenders, either on their own or through its representative (the Lenders Representative) shall be entitled to notify the Procurers and the Seller of the intention of the Lenders to substitute the Seller by the Selectee for the residual period of the PPA (the Substitution Notice). 26.4 Interim operation of Power Stationt

26.4.1 On receipt of a Substitution Notice, no further action shall be taken by any Party to terminate the PPA, except under and in accordance with the terms of this Schedule 26 of this Agreement. 26.4.2 On issue of a Substitution Notice, the Lenders shall have the right to request the Procurer(s) to enter upon and takeover the Power Station for the interim and till the substitution of the Selectee is complete and to otherwise take all such steps as are necessary for the continued operation and maintenance of the Power Station, including levy, collection and appropriation of payments thereunder, subject to, the servicing of monies owed in respect of the total debt amount as per the Financing Agreements and the Seller shall completely cooperate in any such takeover of the Power Station by the Procurer(s). If the Procurer(s), at their sole and exclusive discretion agree to enter upon and takeover the Power Station, till substitution of the Selectee in accordance with this Agreement, such Procurer(s) shall be compensated for rendering such services in accordance with Article 26.9.4.

. [Insert name of Procurer(s)] 103

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26.4.3 If the Procurer(s) refuse to takeover the Power Station on request by the Lenders in accordance with Article 26.4.2 above, the Seller shall have the duty and obligation to continue to operate the Power Station in accordance with the PPA till such time as the Selectee is finally substituted. 26.4.4 The Lenders and the Procurer(s) shall, simultaneously have the right to commence the process of substitution of the Seller by the Selectee in accordance with these terms and the Seller hereby irrevocably consents to the same. 26.5 Process of Substitution of Seller

26.5.1 The Lenders Representative may, on delivery of a Substitution Notice notify the Procurer(s) and the Seller on behalf of all the Lenders about the Lenders decision to invite and negotiate, at the cost of the Lenders, offers from third parties to act as Selectee, either through private negotiations or public auction and / or a tender process, for the residual period of the PPA. Subject to and upon approval of the [Insert Procurer or Lead Procurer, referred to in Article 14.1 as applicable], such Selectee shall be entitled to receive all the rights of the Seller and shall undertake all the obligations of the Seller under the PPA and other RFP Documents executed between the Seller and the Procurers, in accordance with these terms of substitution. 26.5.2 The Lenders and the Seller shall ensure that, upon the Lead Procurer approving the Selectee, the Seller shall transfer absolutely and irrevocably, the ownership of the Power Station to such Selectee simultaneously with the amendment or novation of the PPA and other RFP Documents executed between the Seller and the Procurer(s) in favour of the Selectee as mentioned in Article 26.1.2. 26.6 Modality for Substitution Criteria for selection of the Selectee. 26.6.1 The Lenders and / or the Lenders Representative shall in addition to any other criteria that they may deem fit and necessary, apply the following criteria in the selection of the Selectee: (a) if the Seller is proposed to be substituted prior to the Scheduled Delivery Date, the Selectee shall possess the financial capability used to qualify bidders in the RFP stage (including the methodology prescribed therein) to perform and discharge all the residual duties, obligations and liabilities of the Seller under the PPA. If the Seller is proposed to be substituted during the Operation Period, this criteria shall not be applicable. (b) the Selectee shall have the capability and shall unconditionally consent to assume the liability for the payment and discharge of dues, if any, of the Seller to the Procurer(s) under and in accordance with the PPA and also payment of the total debt amount to the Lenders upon terms and conditions as agreed to between the Selectee and the Lenders; (c) the Selectee shall have not been in breach of any agreement between the Selectee and any Bank or any Lender or between the Selectee and [Insert the Procurer or any of the Procurers, as applicable], involving sums greater than Rupees twenty

. [Insert name of Procurer(s)] 104

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(20) crores at any time in the last two (2) years as on the date of the substitution of the Seller. (d) any other appropriate criteria, whereby continuity in the performance of the Selectees obligations under the PPA is maintained and the security in favour of the Lenders under the Financing Agreements is preserved. 26.7 Modalities

26.7.1 The following modalities shall be applicable to any substitution of the Seller by the Selectee pursuant to this Agreement: 26.7.2 The Lenders Representative shall on behalf of the Lenders propose to the Procurer(s) (the Proposal) pursuant to Article 26.7.3 below, the name of the Selectee for acceptance, seeking: (a) grant of all the rights and obligations under the PPA and the other RFP Documents executed between the Procurer(s) and the Seller, to the Selectee (as substitute for the Seller); (b) amendment of the PPA and the other RFP Documents executed between the Procurer(s) and the Seller, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of the PPA as existed in respect of the Seller under the original PPA and the other RFP Documents executed between the Procurer(s) and the Seller; and (c) the execution of new agreements as necessary, by the proposed Selectee for the residual period of the PPA on the same terms and conditions as are included in this Agreement. 26.7.3 The Proposal shall contain the particulars and information in respect of the Selectee, the data and information as Procurer/ All Procurers (insert as applicable) may reasonably require. The Procurer(s) may intimate any additional requirement within thirty (30) days of the date of receipt of the Proposal. 26.7.4 The Proposal shall be accompanied by an unconditional undertaking by the Selectee that it shall, upon approval by the Procurer(s) of the Proposal: (a) observe, comply, perform and fulfil the terms, conditions and covenants of the PPA and all other RFP Documents executed between Seller and the Procurer(s) or a new power purchase agreement or respective RFP Document (in the case of the novation thereof), which according to the terms therein are required to be observed, complied with, performed and fulfilled by the Seller, as if such Selectee was the Seller originally named under the PPA; or the respective RFP Document; and (b) be liable for and shall assume, discharge and pay the total debt amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the Procurer(s) as if such Selectee was the Seller originally named under such Financing Agreements.
. [Insert name of Procurer(s)] 105

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26.7.5 At any time prior to taking a decision in respect of the Proposal received under Article 26.7.2, the Procurer(s) may require the Lender/ Lenders Representative to satisfy it as to the eligibility of the Selectee. The decision of the Procurer(s) as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 26.7.6 The Procurer/ All Procurers (insert as applicable) shall convey their approval or disapproval of such Proposal, through the Lead Procurer, to the Selectee. Such decision shall be made by the Procurers at their reasonably exercised discretion within twenty one (21) days of: (a) (b) the date of receipt of the Proposal by the Procurers; or the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by any of the Procurers under Article 26.7.3 above is received;

whichever is later. Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the Procurer(s) or Lead Procurer for the Selectee shall not be withheld in case the Selectee meets the criteria mentioned in Article 26.6.1. 26.7.7 Upon approval of the Proposal and the Selectee by the Procurers, the Selectee mentioned in the Proposal shall become the Selectee hereunder. 26.7.8 Following the rejection of a Proposal, the Lenders and/or the Lenders Representative shall have the right to submit a fresh Proposal, proposing another Selectee (if the rejection was on the grounds of an inappropriate third party proposed as Selectee) within sixty (60) days of receipt of communication regarding rejection of the Selectee previously proposed. The provisions of this article shall apply mutatis mutandis to such fresh Proposal. 26.7.9 The substitution of the Seller by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Seller, Procurers and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the Procurers and upon transfer of ownership and complete possession of the Power Station by the Procurers or the Seller, as the case may be, to the Selectee. The Procurers shall novate all the RFP Documents, which they had entered in to with the Seller in order to make the substitution of the Seller by the Selectee effective. The quantum and manner of payment of the consideration payable by the Selectee to the Seller towards purchase of the Power Station and assumption of all the rights and obligations of the Seller under the PPA and other RFP Documents as mentioned in this Agreement shall be entirely between the Seller, Selectee and the Lenders and the Procurers shall in no way be responsible to bear the same. 26.7.10Upon the substitution becoming effective pursuant to Article 26.7.9 above, all the rights of the Seller under the PPA shall cease to exist:

. [Insert name of Procurer(s)] 106

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Provided that, nothing contained in this sub-article shall prejudice any pending / subsisting claims of the Seller against a Procurer or any claim of the Procurers against the erstwhile Seller or the Selectee. 26.7.11The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and/ or default of the Seller subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and/ or default of the Seller. 26.7.12The decision of the Lenders and the Procurer(s) in the selection of the Selectee shall be final and binding on the Seller and shall be deemed to have been made with the concurrence of the Seller. The Seller expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 26.7.13The Lenders shall be solely and exclusively responsible for obtaining any and all consents/ approvals or cooperation, which may be required to be obtained from the Seller under this Agreement and the Procurer(s) shall not be liable for the same. 26.7.14All actions of the Lenders Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders Representative shall be authorised to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders. 26.8 Sellers Waiver

26.8.1 The Seller irrevocably agrees and consents (to the extent to which applicable law may require such consent) to any actions of the Lenders, the Lenders Representative and the Procurer(s) or exercise of their rights under and in accordance with these terms. 26.8.2 The Seller irrevocably agrees and consents (to the extent to which applicable law may require such consents) that from the date specified in Article 26.7.10, it shall cease to have any rights under the PPA or the Financing Agreements other than those expressly stated therein. 26.8.3 The Seller warrants and covenants that any agreement entered into by the Seller, in relation to the Power Station, shall include a legally enforceable clause providing for automatic novation of such agreement in favour of the Selectee, at the option of the Lenders or the Procurer(s). The Seller further warrants and covenants that, in respect of any agreements which have already been executed in relation to the Power Station and which lack a legally enforceable clause providing for automatic novation of such agreement, the Seller shall procure an amendment in the concluded agreement to incorporate such clause. 26.9 Interim Protection Of Service And Preservation Of Security Appointment of a Receiver 26.9.1 In every case of the Lenders issuing a Substitution Notice and the Procurer(s) refusing to takeover the Power Station and the Seller failing to operate the Power Station in accordance with Article 26.4.3 and the Procurers not electing to act as Receiver as per

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Article 26.9.2 hereof, the Lenders may institute protective legal proceedings for appointment of a receiver (the Receiver) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the terms of the Financing Agreements. 26.9.2 If the assets of the Power Station are, in the opinion of the Procurer(s), necessary and required for the operation and maintenance of the Power Station, the Procurer(s) shall be entitled to elect to act as the Receiver for the purposes of this Article and be entitled to maintain, preserve and protect the said assets by engaging an operator/service provider to act on their behalf and the Lenders and Seller hereby consent and agree to the same. Upon the Procurer(s) so intimating the Seller and the Lenders representative their desire to act as Receiver, the Seller and the Lenders representative shall co-operate with the Procurers to facilitate the same. 26.9.3 Upon appointment of the Court appointed Receiver or the Procurer(s) acting as Receiver, all the Receivables received by such Receiver shall be deposited by the Receiver in the bank account jointly designated by the Procurer(s) and the Lenders. The Receiver shall be responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the Lenders in accordance with the terms of its appointment. 26.9.4 When acting as a Receiver or operator in accordance with Articles 26.9 or 26.4.2, Procurer(s) shall be entitled to be remunerated for such services as may be determined by the Appropriate Commission. Furthermore, when acting as a Receiver, the Procurer(s) shall not be liable to the Lenders, the Lenders Representative, Seller or any third party for any default under the PPA, damage or loss to the Power Station or for any other reason whatsoever, except for wilful default of the Procurer(s). 26.10 Substitution Consideration 26.10.1The Lenders and Procurer(s) shall be entitled to appropriate any consideration received for the substitution of` the Seller as hereinabove provided, from the Selectee towards the payment of Lenders and the Procurers respective dues, to the exclusion of the Seller. 26.10.2The Seller shall be deemed to have nominated, constitutes and appoints the Lenders Representative as its constituted attorney for doing all acts, deeds and things as may be required to be done for the substitution of the Seller by the Selectee pursuant to these terms. 26.11 Change in the Procurers or Lenders 26.11.1The Parties hereto acknowledge that during the subsistence of the PPA, it is possible that any Procurer(s) may cease to be a party to this Agreement by reason of termination of PPA vis--vis such Procurer and any Lender may cease to remain as a Lender by reason of repayment of the debt or otherwise. Further it may possible that any Lender may be substituted or a new Lender may be added. In the event of any Procurer ceasing to be a party to the PPA or Financing Agreement respectively, the term and conditions as prescribed in this Schedule shall cease to automatically apply to such Procurer or Lender as the case may be. Further, upon any entity being added as a Lender and in the event such entity is given the right to substitute the Seller under
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the Financing Agreement and then the contents of this Schedule shall be applicable to the exercise of such right by the said new entity.

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27

SCHEDULE 13: LIST OF ARTICLES

List of Articles under which rights and obligations of the Procurers (including all matters incidental thereto and related follow-up), which are required to be undertaken by the Procurers jointly, will be performed by Lead Procurer for and on behalf of all the Procurers Article 1.1 Article 2.3 Article 3.1.1 Article 3.4.2 Article 3.3.3 Article 3.4.3 Article 4.5.2 Article 5.5.3 Article 5.5.9 (c) Article 9.3.2 Article 10.1 (ii) Article 10.1 (viii) Article 10.1 (ix) Article 10.1 (x) Article 10.3.1

and any other Articles of this Agreement not specifically mentioned herein, which provide for a joint action by all the Procurers.

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