COMPOSITE ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT

BY AND BETWEEN

EDEN RENEWABLE PASSY PRIVATE LIMITED

AND

[XXX]

DATED [XXX]
 COMPOSITE ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT

This Composite Engineering, Procurement and Construction Services Agreement is entered into on this [XXX] day of [XXX]
2020 (the “Effective Date”), at New Delhi

BY AND BETWEEN

EDEN RENEWABLE PASSY PRIVATE LIMITED, a company registered and existing under the laws of India and having
its registered office at Unit No. - 236B & 236C, 1st Floor, DLF South Court, Saket, New Delhi, South Delhi, DL 110017 IN,
(hereinafter referred to as the "Owner", which expression shall, unless repugnant to the context or meaning thereof, be
deemed to include its successors and permitted assigns) of the FIRST PART; and

[XXX], a company registered and existing under the laws of India and having its registered office at [XXX] (hereinafter
referred to as "Contractor", which expression shall, unless repugnant to the context or meaning thereof, be deemed to
include its successors and permitted assigns) of the SECOND PART

The Owner and the Contractor are hereinafter individually referred to as a “Party” and collectively the “Parties”.

RECITALS

A. WHEREAS NHPC Limited(“NHPC”) had, on the basis of guidelines for tariff based competitive bidding process for
procurement of power from Grid connected solar power projects, issued by Ministry of Power, Government of India,
vide resolution no 23/272017-R&Rdated 03/08/2017 (along with corrigendum dated 14/06/2018 & 03.01.209,
09.07.2019, 22.10.2019 and as amended from time to time) (“Guidelines”), issued Rfs dated [insert date] (“RFP”) for
establishment and operation of the Facility (as defined hereinafter) (establishment and operation of the Facility, the
“Project”).

B. WHEREAS upon the Owner’s successful participation in the competitive bidding process pursuant to the RFP, the
Owner has been selected for the development, generation, and supply of Electricity from the Facility, with NHPC having
issued the letter of award no. NH/CCW/CC-III/Solar/ISTS2000/386dated 01/06/2020 (“LOA”) in favour of the Owner.

C. WHEREAS the Owner and NHPC have executed a power purchase agreement dated August 31, 2020 (“Power
Purchase Agreement” or “PPA”) whereby NHPC shall procure power as an intermediary procurer and sell the quantum
of contracted capacity to the different DISCOMS on back-to-back basis pursuant to the development and establishment
of the Project.

D. WHEREAS the Contractor has the expertise and experience, and is, inter alia, engaged in the business of designing,
engineering, procurement, construction, erection, installation, testing and commissioning of solar power generating
systems, and has approached the Owner with an offer to provide designing, engineering, procurement, construction,
erection, installation, testing, commissioning and performance testing services for the Facility as set forth in this
Agreement.

E. WHEREAS the Owner desires to retain the Contractor to design, engineer, procure, construct, erect, install,
commission, deliver and test the Facility in accordance with the Project Documents (as defined hereinafter), the
Standard of Performance (as defined hereinafter) and the terms and conditions contained herein this Agreement.

F. WHEREAS the Parties desire to more fully detail their respective rights and obligations in relation to execution of the
Works.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Owner and the Contractor, intending to be legally bound, hereby agree as
follows:

Article 1. DEFINITIONS; INTERPRETATION; EXHIBITS

1.1 Defined Terms. Capitalized terms used in this Agreement without other definition shall have the meanings specified
in this Section 1.1, unless expressly stated otherwise.

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“Advance Payment” has the meaning set forth in Section 5.3(a).

“Advance Payment Security” has the meaning set forth in Section 5.7(a).

“Affected Party” has the meaning set forth in Section 6.5(d).

“Affiliate” means, with respect to any Person, any other Person Controlling, Controlled by or under common Control
with such first Person.

“Agreement” means this composite engineering, procurement and construction services agreement as specified in
the preamble to this Agreement including any amendment thereto from time to time, and shall include all Exhibits and
Appendices hereto, as modified in accordance with this Agreement.

“Anti-Corruption Laws" means all laws, rules and regulations of any jurisdiction applicable to the Parties relating to
bribery or corruption, including the U.K. Bribery Act, the Foreign Corrupt Practices Act, the French Law Sapin II (la loi
sur la transparence, la lutte contre la corruption et la modernisation de la vie économique, 9 December 2016), Indian
Corruption Law, and other applicable laws enacted to comply with the OECD Convention dated 17 December 1997
on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations
Convention against Corruption dated 31 October 2003.

“Anti-Money Laundering and Financing of Terrorism Laws” means any laws, rules, and regulations of any
jurisdiction applicable to the Parties (a) enacted to comply with the FATF’s International Standards on Combating
Money Laundering and the Financing of Terrorism and Proliferation (the “FATF Recommendations”) dated February
2012, as updated October 2015 (b) having a similar object.

“Appendix” or “Appendices” means each form appendix or the form appendices comprising part of this Agreement
referenced and listed in the ‘Table of Contents’ to this Agreement, as modified in accordance with this Agreement.

“Applicable Laws” means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits and
related plans, judgments, decrees, injunctions, writs and orders of any Governmental Authority or quasi-governmental
body that apply to either Party, the Works, the Facility or the terms of this Agreement including (a) the (Indian)
Electricity Act, 2004; (b) applicable regulation/guidelines of the NHPC/CEA/SERC/CEIG/CERC including the Grid
Code and Grid Connectivity Standards; (c) terms and conditions under the Project Documents; and (d) Permits, as
may be in effect at the time of completing the Works by the Contractor, which time would include the Defect Liability
Period as provided, however, that if at any time the Applicable Laws are less stringent than the standards set forth in
this Agreement, the standards set forth in this Agreement hereto shall be deemed to be the standards under the
Applicable Laws; and (e) regulations and instructions for connection of the Facility to the Electrical Utility.

“Approved Change Order” has the meaning set forth in Section 7.1.

“Approved Major Subcontractor” means any of those Subcontractors set forth in Exhibit F (Approved Major
Subcontractors).

“Arbitral Tribunal” shall have the meaning ascribed to it in Section 1.1(c).

“As-Built Drawings” means drawings prepared by the Contractor or its appointed Subcontractor in relation to Works
for the Facility which are necessary for Owner’s continued operation, maintenance and regulatory compliance of the
Facility, revised to show all modifications and revisions made by Contractor (including all Subcontractors) up to
Provisional Acceptance.

“Associated Person” means any natural or legal person who performs services for or on behalf of the Contractor in
connection with this Agreement, including but not limited to its agents, sub-contractors, associates and consultants,
partners and collaborators in joint ventures, and majority or wholly owned subsidiary companies.

“BOS Equipment” means all of the equipment, materials, apparatus, structures, components, instruments,
appliances, supplies and other goods constituting the Facility, including the AC (alternating current) cables, DC (direct
current) cables, module mounting structures, inverters, transformers, wiring devices, substation equipment, SCADA
(supervisory control and data acquisition), combiner/re-combiner boxes, mounting system, revenue meters, plane-of-
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array pyranometers, horizontal pyranometers, back-of-module thermocouples, wind-speed sensors, wind-direction
sensors, and ambient air temperature sensors, meteorological station and soiling station related equipment, any other
Major BOS Equipment and the Initial Spare Parts Stock; provided, however, BOS Equipment shall not include any (a)
Modules and materials, apparatus or tools owned by Module Supplier or any of its sub - supplier that are used to
complete the supply under the Module Supply Agreement but are not contemplated under this Agreement to become
part of the BOS Equipment; and (b) Transmission Equipment and materials, apparatus or tools owned by
Transmission Contractor or any of its sub - supplier that are used to complete the supply and works under the
Transmission Agreement but are not contemplated under this Agreement to become part of the BOS Equipment (c)
Contractor’s Equipment.

“BOS Completion Liquidated Damages” has the meaning set forth in Section 4.12(a)(i).

“BOS Equipment Warranties” has the meaning set forth in Section 8.1.

“BOS Installation Completion” has the meaning set forth in Section 4.4 (a).

“BOS Installation Completion Certificate” has the meaning set forth in Section 4.4(c).

“BOS Installation Completion Date” means the date on which the Facility achieves BOS Installation Completion in
accordance with the terms of this Agreement.

“Business Day” means any day other than Saturday, Sunday, or a public holiday in Delhi, India.

“CEIG” means the Chief Electrical Inspector to Government.

“CIL Notification” has the meaning set forth in Section 6.6(b).

“Change” means (a) any addition to, deletion from, suspension of or other modification to the quality, function, intent,
quantity, or method for performing the Works, including without limitation any such addition, deletion, suspension or
other modification that requires a change in the Contract Price and/or the Project Schedule; or (b) any extension of
the Project Schedule and/or increase in the Contract Price.

“Change in Law” means if any of the following occurs after the Effective Date in India::

(a) the enactment, coming into effect, adoption, promulgation, amendment, modification or repeal (without re-
enactment or consolidation), of any Applicable Law, including rules and regulations framed pursuant to such
Applicable Law;

(b) a change in the interpretation or application of any Law by any Governmental Authority having the legal power
to interpret or apply such Applicable Law, or any competent court of Applicable Law;

(c) the imposition of a requirement for obtaining any consents, clearances and Permits which was not required
earlier;

(d) a change in the terms and conditions prescribed for obtaining any consents, clearances and Permits or the
inclusion of any new terms or conditions for obtaining such consents, clearances and Permits, except due to
any default of the Contractor; or

(e) any statutory change in Taxes or introduction of any new tax, duty, levy, impost, fee, royalty, or similar charge
made applicable for setting up of the Project and has direct effect on the Project;

but shall not include any (i) change in taxes on corporate income; (ii) change in any withholding tax on income or
dividends; and (iii) any change which becomes applicable on account of delay or any act or omission by the
Contractor in complying with the Project Schedule.

“Commissioning Completion” has the meaning set forth in Section 4.8(a) and shall be deemed to include such
requirements for completion of commissioning of the ‘Solar Power Project’ as required under the PPA.

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“Commissioning Completion Date” means the date on which the Facility achieves Commissioning Completion for
the entire 300 MWac/ 450 MWdc, as set forth in a Notice of Commissioning Completion that is confirmed by the
Owner and the relevant Electrical Utility pursuant to Section 4.7 (c) below.

“Commissioning Completion Tests” has the meaning set forth in Section D of Exhibit G (Functional Test
Requirements).

“Completion Cost” means the total amount of expenses incurred by Owner to execute any outstanding Works and
which includes: (a) all direct, actual and documented amounts charged by any replacement contractor to execute any
outstanding Works under this Agreement that the Owner elects to have assigned and are assumed by such
replacement contractor; (b) additional overhead expenses and costs (including legal expenses); (c) any and all fines,
penalties and damages, in each case, incurred by Owner as a result of procuring or performing any part of the Works
in accordance with this Agreement; and (d) any termination and cancellation charges or other Third Party fees and
expenses assessed against Owner by Third Parties or payable by Owner caused by Owner’s termination of this
Agreement.

“Commissioning Completion Liquidated Damages” has the meaning set forth in Section 4.12(a)(i).

“Component Failure” means any BOS Equipment in the Facility (a) that does not operate to the standard set out in
the manufacturer’s warranty obtained in respect of such BOS Equipment and which may result in a claim under such
warranty; or (b) in the case where there is no manufacturer’s warranty or where such manufacturer’s warranty has
expired prior to the end of the Defect Liability Period, that does not perform for the purpose for which it is intended.

“Confidential Information” means (a) any information of Owner or its Affiliates or any of its or their Representatives
relating to the Agreement, the Facility, or Owner’s business methods which Contractor or its Affiliates or any of its or
their Representatives have become aware of or been provided with in connection with their performance under this
Agreement and which was not public at the time Owner disclosed such information to Contractor; and (b) any
information of Contractor or its Affiliates relating to the Agreement (including pricing) or Contractor’s business methods
which Owner or its Affiliates or any of its or their Representatives have become aware of or been provided with in
connection with their performance under this Agreement and which was not public at the time Contractor disclosed
such information to Owner.

The following will not constitute Confidential Information for purposes of this Agreement: (a) information which is or
becomes publicly available other than as a result of a disclosure in violation of this Agreement; (b) information which
was already known to the recipient prior to being furnished pursuant to this Agreement; (c) information which becomes
available on a non-confidential basis from a source other than the disclosing Party if such source was not subject to
any prohibition against transmitting the information to the recipient; and (d) information which is independently
developed by the recipient Party without the use of information received from the disclosing Party.

“Conflict of Interest” means any link or relation (commercial, financial, intellectual property, personal relationships
with individuals or organizations) of the Contractor, or of any of its beneficial(s) owner(s), subsidiary(ies) or Associated
person(s) with any third party that improperly influences or could improperly influence the performance of the
Contractor official duties and responsibilities in connection with the application of this Agreement.

“Connectivity Agreement” means the interconnection agreement executed by the Owner for the purposes of this
Agreement.

“Contract Price” has the meaning set forth in Exhibit A (Contract Price), as adjusted in accordance with this
Agreement.

“Contractor” has the meaning set forth in the preamble to this Agreement and shall include all successors and
permitted assigns of Contractor.

“Contractor Change Order Notice” has the meaning set forth in Section 7.3(b)(i).

“Contractor Event of Default” has the meaning set forth in Section 12.3.

“Contractor’s Equipment” means all equipment, materials, supplies, apparatus, temporary works, devices, articles,
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parts, tools, special tools, components, instruments, appliances, lines, cables, computer hardware and software,
vehicles and other items of whatever nature used by Contractor in the performance of the Works that do not form and
are not intended to form a permanent part of the Facility.

“Contractor Intellectual Property” has the meaning set forth in Section 6.2.

“Contractor Tests” means the tests set forth for different milestones as set forth in Exhibit G (Functional Test).

“Contractor Permits” mean all Permits necessary or required in connection with the Works, including the Permits
listed under Section A of Exhibit D, but excluding any Owner Permits.

“Contractor’s Personnel” means all personnel used by Contractor or assisting the Contractor in the performance of
the Works, including any personnel, staff, labor, employees, shareholders, directors, officers, partners, members,
representatives, agents, consultants, experts and any other workers, of Contractor or a Subcontractor, any
Subcontractor who is an individual, and any other Person for whom Contractor or any Subcontractor is responsible.

“Control” or “Controlled” or “Controlling” means shall include the right to appoint majority of the directors or to
control the management or policy decisions exercisable by a person or persons acting individually or in concert,
directly or indirectly, including by virtue of their shareholding on a fully diluted basis or management rights or
shareholders agreements or voting agreements or in any other manner.

“Cultural and Biological Conditions” shall mean the presence at, on, above, or below the Site of religious artifacts,
archaeological finds, cultural burial grounds, endangered, extirpated or threatened species, flora or fauna or other
characteristic or condition protected under Applicable Laws.

“Defect” or “Defective” means:

(a) any Works (i) containing deficiencies in design, manufacture, application or workmanship or quality; (ii) that
contains improper or inferior workmanship or quality; or (iii) that is not suitable for the intended purpose in
relation to the construction, operation or maintenance of the Facility; or (iv) that does not comply with
Standard of Performance and any relevant aspect of this Agreement including the Specifications and the
agreed TER as per Exhibit B;

(b) any BOS Equipment in the Facility (i) containing deficiencies in design, application, manufacture or
workmanship or quality; (ii) that contains improper or inferior workmanship; (iii) that is not suitable for the
intended purpose in relation to the construction, operation or maintenance of the Facility; (iv) that is
improperly installed; (v) that is not new, unused and undamaged (when initially delivered, installed or provided
at the Site););) (vi) that is not free from any title defect; or (vii) that does not comply with the Standard of
Performance and any relevant aspect of this Agreement including the Specifications and the agreed TER as
per Exhibit B; or

(c) any part of the Works that was (i) damaged on or before Substantial Completion by any Person other than
Owner or parties under its control; or (ii) damaged following Substantial Completion of the Facility and prior
to expiration of the Defect Liability Period by Contractor or any Person under its control.

“Defective Module” means a defect, error, deficiency, omission, failure, shrinkage, malfunction, irregularity or other
aspect of a Module, in each case, which does not comply with the technical specifications under Article 4 of Exhibit
S(Modules) or the Project Documents, as may be applicable, and except to the extent caused by fair Wear and Tear

“Defect Liability Period” has the meaning set forth in Section 8.3(a)(i).

“Delay Liquidated Damages” will mean the BOS Completion Liquidated Damages,the Commissioning Completion
Liquidated Damages and the Substantial Completion Liquidated Damages

“Delay Liquidated Damages Cap” means the cap for the Delay Liquidated Damages payable under this Agreement
of 15% (fifteen percent) of the Contract Price.

“Delay Notice” has the meaning set forth in Section 4.11(d).

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“Delivered Modules” has the meaning set forth in Section 2.7(c)(iii)(C)(II).

“Delivery Inspection” has the meaning set forth in Section 2.7(c)(iii)(B)(I).

“Delivery Inspection Defect” has the meaning set forth in Section 3 of Exhibit S (Modules).

“Direct Costs” means Contractor’s or any Subcontractor’s actual, verifiable and commercially competitive direct costs
(without overhead, management, contingency, warranty, administrative expenses or profit) for labor, material,
equipment, services, tools, supplies, subcontracts, jobsite facilities, utilities, and jobsite staffing necessary to perform
the Works required in connection with an Approved Change Order, which costs shall be reasonably substantiated by
written invoices, payment applications, engineering drawings, Third Party recommendation, photographs and/or other
documentation as the case may be.

“Direct Payment Subcontractor” has the meaning set forth in Section 2.7(h).

“Directly Caused” means a cause that directly brings about a delay or Direct Costs, and without which the delay
would not have occurred or the Direct Costs would not have been incurred.

“EL Test” has the meaning set forth in Section 3 of Exhibit S (Modules).

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Electrical Utility” means NHPC/SERC/CERC/ and/or any other party responsible for implementation, operation, and
maintenance of transmission or distribution facilities for electric power to which the Facility shall be connected and
shall include its successors and permitted assigns.

“Electricity” means electric energy, measured in MWh.

“Environmental Impact Assessment” means the environmental impact assessment undertaken by the Owner and
included under Exhibit E (Health Safety Environment and Sustainability).

“Environmental Laws” means any and all Applicable Laws, now or hereafter in effect, and any judicial or
administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment,
relating to the environment, human health or safety, or to emissions, discharges, Releases or threatened Releases
of pollutants, contaminants, chemicals, or toxic or hazardous substances or wastes into the environment, including
ambient air, surface water, groundwater or land, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous
substances or wastes. Without limitation of the foregoing, “Environmental Laws” shall also include any licenses,
Permits or other Permits setting standards (and/or imposing liability for the breach thereof) concerning environmental,
health and safety risks of the type contemplated by the applicable provisions of (a) the IFC Performance Standards;
(b) the World Bank Group Environmental, Health, and Safety Guidelines; (c) the Equator Principles; or (d) similar
standards made applicable by the Facility Lenders.

“Equator Principles” means the set of principles described in “The Equator Principles - A financial industry
benchmark for determining, assessing and managing social and environmental risk in projects” (July 2020), available
at: https://equator-principles.com/wp-content/uploads/2020/05/The-Equator-Principles-July-2020-v2.pdf, as may be
updated, modified or substituted from time to time.

“Excess Equipment” has the meaning set forth in Section 4.9(g).

“Exhibit” means each exhibit comprising part of this Agreement referenced and listed in the ‘Table of Contents’ to
this Agreement, each as modified in accordance with this Agreement.

“Export Control Laws” means all laws and regulations related to the regulation of imports, exports, re-exports,
transfers, releases, shipments, transmissions or any other provision or receipt of goods, technology, software or
services including: (a) the United States International Traffic in Arms Regulations administered by the United States
State Department’s Directorate of Defense Trade Controls; (b) the Export Administration Regulations administered
by the United States Commerce Department (including the antiboycott regulations administered by the Office of
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Antiboycott Compliance); (c) nuclear export regulations administered by the United States Nuclear Regulatory
Commission and the United States Department of Energy; (d) United States customs regulations administered by the
United States Customs and Border Protection; (e) the EU Dual-Use Regulation, Council Regulation (EC) No 428/2009
(and associated amendments); and (f) all other applicable import and export controls in the countries in which the
Parties conducts business.

“FATF” means the Financial Action Task Force.

“Facility” means the Solar Power Generating System of contracted capacity for the entire 300 MW AC / 450 MWp
DC to be developed and established by the Owner at [insert details]XXXXXXXXXRajasthan.

“Facility Lender” means, collectively, any lenders or other Third Parties (other than shareholders or group
companies) providing construction financing, project financing, short or long-term financing, debt financing or other
credit support to the Owner to secure the construction or financing including re-financing in connection with the
development, construction or operation of part or all of the Project; provided, however, such term shall not include
any Affiliate of Owner.

“Facility Lender’s Security Interest” has the meaning set forth in Section 1.1(a).

“Facility Purchaser” means any party acting as a purchaser in a sale of (a) the Facility; (b) all or substantially all of
Owner’s assets; or (c) any equity interests in Owner.

“Final Acceptance” has the meaning set forth in Section 4.9(f).

“Financing Agreements” means any contractual arrangements between the Facility Lenders and the Owner and/or
its Affiliates.

“First Year Performance Test” has the meaning set forth under Exhibit H (Performance Test Protocol)

“Force Majeure Event” has the meaning set forth in Section 6.5(a).

“Free Issue Item” has the meaning set forth in Section 4.1(g).

“Fully Diluted Basis” means in relation to a company, the total equity share capital of the company calculated
assuming that all outstanding convertible and/or exchangeable securities or rights or options including convertible
debentures, stock options, warrants issued by such company (whether or not by their terms then currently convertible,
exercisable or exchangeable) have been so converted, exercised or exchanged.

“Goods and Services Tax”/ “GST” shall mean goods and services tax charged individually or collectively, as
applicable. The term “GST” shall be construed to include the Integrated Goods and Services Tax (hereinafter referred
to as “IGST”) or Central Goods and Services Tax (hereinafter referred to as “CGST”) or State Goods and Services
Tax (hereinafter referred to as “SGST”) or Union Territory Goods and Services Tax (hereinafter referred to as
“UTGST”) depending upon the import / interstate or intrastate supplies, as the case may be.

"Governmental Authority" means the Government of India, the Government of Rajasthan and any other State in
India, ministry, department (including NHPC/ CERC and/or the applicable SERC, organization, agency, corporation,
commission or any regional, local or municipal authority or governmental body thereof or any other governmental or
statutory body under the direct or indirect control of the Government of India or Government of Rajasthan or of any
other State, ministry, department, agency, corporation, commission, or any regional, local or municipal authority or
governmental body thereof or any other statutory or regulatory instrumentality or tribunal or body or entity, and shall
include without limitation any other executive, legislative, judicial, quasi-judicial or administrative body having
jurisdiction over the Facility or over the provision of the Works or any other obligation of the Contractor or the Owner
under this Agreement.

“Grid Code” means the CERC (Indian Electricity Grid Code) Regulations, 2010,, as amended from time to time.

“Grid Connectivity Standards” mean the Central Electricity Authority (Grid Standards) Regulations, 2010 / CEIG
guidelines as amended from time to time.
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“Guaranteed BOS Installation Completion Date” means [XXX], as extended / modified in accordance with this
Agreement, which is the date by which Contractor guarantees that the Facility will achieve BOS Installation
Completion.

“Guaranteed Commissioning Completion Date” means [XXX], as extended / modified in accordance with this
Agreement, which is the date by which Contractor guarantees that the Facility will achieve Commissioning Completion
for the entire 300 MWAC/ 450 MWp DC.

“Guaranteed Mechanical Completion Date” means March [XXX], as extended / modified in accordance with this
Agreement, which is the date by which Contractor guarantees that the Facility will achieve Mechanical Completion
for the entire 300 MW AC/ 450 MWp DC.

“Guaranteed Performance/Performance Guarantee/Guaranteed PR” has the meaning set forth in Section 8.4.

“Guaranteed Substantial Completion Date” means [XXX], or as extended / modified in accordance with this
Agreement, which is the date by which Contractor guarantees that the Facility will achieve Substantial Completion.

“Guaranteed Delivery Date of Module” means for each shipment of Modules, the date which his fourteen (14)
days after the “scheduled arrival date at Site” for that shipment specified in the Module Delivery Schedule, set forth
in Exhibit- XX

“Guarantor” has the meaning set forth under Section 5.7(d).

“Guidelines” has the meaning set forth in Recital A.

“Hazardous Condition” means any Hazardous Material at, on, above, or below, or in transit to or from, the Site.

“Hazardous Material” means any waste, chemical, dust, noise, vibration, radiation, or other substance or material
(or combination of them) that may impair the natural environment, injure or damage property or plant or animal life or
harm or impair the health of any individual and includes any contaminant, waste, substance or material that is defined
in or regulated pursuant to Environmental Law, including any substance or material defined as “hazardous” or “toxic”
or as a “pollutant” or a “contaminant” or by any other similar term under Environmental Law.

“HSE Policy” means the requirements including the Environmental Impact Assessment as set out in Exhibit E (Health
Safety Environment and Sustainability).

“IFC Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, as
may be updated from time to time.

“Indemnified Party” has the meaning set forth in Section 10.5.

“Indemnifying Party” has the meaning set forth in Section 10.5.

“Independent Engineer” means any Owner appointed (i) technical consultant; and/ or (ii) engineering consultant;
and/or (ii) representatives.

“Independent Testing Lab” has the meaning set forth in Section 2.7(c)(v).

“Indian Corruption Law” means the applicable anti-corruption laws and regulations of the Republic of India, including
without limitation the Prevention of Corruption Act, 1988, the Foreign Contribution Regulation Act, 2010, and the
Prevention of Money Laundering Act, 2002, as amended from time to time.

“Initial Spare Parts Stock” has the meaning set forth in Section 4.8(e).

“Interest Rate” shall mean an annual rate of interest of 8% (eight percent) per annum calculated on a daily pro rata
basis for the applicable period during which interest is incurred pursuant to the terms of this Agreement.

“Invoice for Payment” has the meaning set forth in Section 5.3(c).
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“Key Personnel” means those individuals identified in Exhibit U (Contractor’s Key Personnel).

“Knowledge” means, in respect of the Contractor, the actual knowledge following reasonable inquiry of the officers
and/or senior management personnel of Contractor and, in respect of the Owner, the actual knowledge following
reasonable inquiry of the officers and/or senior management personnel of Owner.

“Known Hazardous Conditions” means:

(a) those Hazardous Conditions which as of the Effective Date are reasonably apparent from the Project
Document, the Owner Supplied Information, the information contained in the Environmental Impact
Assessment reports provided to Contractor (to the extent not covered under the Owner Supplied Information)
and Contractor’s performance of its obligations pursuant to Section 2.3(c);

(b) any Hazardous Conditions which arise due to any act or omission of the Contractor; and

(c) any (i) Hazardous Conditions that are identified by the Contractor within forty five (45) days of provision of
Site Access by the Owner and notified to the Owner and addressed in accordance with the provisions of
Section 2.3 and Article 7; or (ii) subsequently notified by the Contractor to the Owner under Section
2.3(c)(iv)(A) and addressed in accordance with the provisions of Section 2.3 and Article 7 (Changes).

“LOA” has the meaning set forth in Recital B.

“Land Use Requirements” means the express and implied terms contained under Exhibit T (Land Use
Requirements).

“Latent Defect” means Defects not resulting of usual Wear and Tear (and as existing prior to or during the Defect
Liability Period) which would not be discoverable upon physical inspection or testing (even with the exercise of
reasonable care).

“Liabilities” means any and all losses, claims, demand, costs, injuries, damage, expense and liabilities, including
fines, penalties, court costs and fees of engineers, lawyers, accountants and other professionals and experts (in each
case on a real-for-real full reimbursement basis), incurred by a Party, whether incurred through settlement or
otherwise, whether foreseeable or not as of the Effective Date, in each case whether arising before or after the
termination of this Agreement.

“Local and General Conditions” means any local and general conditions pertinent to the execution of the Works
including as regards cost and timing including technical information and requirements, conditions affecting
transportation, disposal, handling and storage of materials, including Hazardous Materials to be brought to the Site
by Contractor or its Subcontractors, availability and conditions of roads, availability of housing, climatic conditions and
seasons, above-ground physical conditions at the Site, topography, ground surface materials to be encountered,
Applicable Laws, and equipment and facilities needed for performance of the Works, and has accounted for such
local and general conditions in agreeing to the Contract Price and Project Schedule.

“Major BOS Equipment” means any inverters, module mounting structures, transformers, power transformers,
combiner box, AC (alternating current) cables, DC (direct current) cables, HT (high tension) panel, and SCADA
(supervisory control and data acquisition) that are part of the Facility.

“Major Subcontract” means (a) any individual contract or purchase order for any portion of the Works or BOS
Equipment with a contract value in excess of 5% (five percent) of the Contract Price; and/or (b) any contracts or
purchase orders entered into with/to the same counterparty (directly or indirectly and/or through the said
counterparty’s Affiliates) for any portion of the Works or BOS Equipment with an aggregate value in excess of 8%
(eight percent) of the Contract Price.

“Major Subcontractor” means any Subcontractor performing portions of the Works pursuant to a Major Subcontract.

“Manufacturer’s Instructions” means any original equipment manufacturer’s written instructions and/or the specific
instructions of a manufacturer’s representative applicable to the Works or any BOS Equipment, including the
‘Installation and User Manual’ for the Modules set forth at Exhibit S (Modules).
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“Material Dispatch Clearance Certificate” has the meaning ascribed to the term under Section 4.3(f)(ii).

“Mechanical Completion” has the meaning set forth in Section 4.6(a).

“Mechanical Completion Certificate” has the meaning set forth in Section 4.6(c).

“Mechanical Completion Date” means the date on which the Facility achieves Mechanical Completion, as set forth
in the Mechanical Completion Certificate.

“Mechanical Completion Tests” has the meaning set forth in Section B of Exhibit G (Functional Test).

“Mediation Notice” has the meaning set forth in Section 1.1(a).

“Module Defect” will mean a defect in the context of a Defective Module or a Rejected Module, as applicable.

“Module Delivery Point” shall mean the location at the Site wherein deliveries and/or storage of the Modules shall
be provided for.

“Module Supplier” means XXXX.

“Module Supply Agreement” means the Module Supply Agreement dated [XXX] between the Owner and the Module
Supplier as amended from time to time.

“Modules” means the photovoltaic modules as identified and purchased by the Owner under the Module Supply
Agreement and per the specifications under Section 4 of Exhibit S (Modules).

“Module Warranty/Warranties” shall mean the module warranty/ warranties as contained under Exhibit S (Modules).

“Notice of BOS Installation Completion” has the meaning set forth in Section 4.7(b).

“Notice of Commissioning Completion” has the meaning set forth in Section 4.7(b).

“Notice of Mechanical Completion” has the meaning set forth in Section 4.6(b).

“Notice of Substantial Completion” has the meaning set forth in Section 4.8(b).

“O&M Contract” shall mean the contractual agreement executed in respect of the operation and maintenance of the
Facility.

“O&M Contractor” shall mean the contractor as identified under the O&M Contract.

“O&M Manuals” means all documentation necessary for Owner to operate and maintain the Facility, including a
physical description of the Facility including drawings and pictures; a description of the Module array indicating string
voltages and appropriate safety procedures; final as-built electrical and structural drawings, commissioning test
reports, equipment serial numbers, BOS Equipment Warranties information; BOS Equipment tagging, location and
identification; operations, maintenance, and appropriate safety procedures for the Facility; instructions for the
operation and maintenance of any inverter, combiner/recombiner boxes, medium voltage (MV) transformer, power
transformers, switchgear, medium voltage (MV) cable system, meteorological station, revenue meter, and/SCADA
system; ‘stickers; and any personal protective equipment (PPE) requirements.

“Original Module Manufacturer” means [XXX]

“Other Contractors” means the Original Module Manufacturer, O&M Contractor, Transmission Contractor, and the
Module Supplier.

“Overall Liquidated Damages Cap” means the cap for the Delay Liquidated Damages and Performance Liquidated
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Damages, payable by the Contractor under this Agreement corresponding to 30% (thirty percent) of the Contract
Price.

“Owner” has the meaning set forth in the preamble to this Agreement and shall include all successors and permitted
assigns of Owner.

“Owner Change Order Request” has the meaning set forth in Section 7.2.

“Owner Event of Default” has the meaning set forth in Section 12.2.

“Owner Indemnified Parties” has the meaning set forth at Section 10.1(a).

“Owner Permits” means the permits listed under Section B of Exhibit D (Permits).

“Owner’s Representative” means the person designated by Owner in accordance with Section 3.3 to act as
Contractor’s primary point of contact.

“Owner Supplied Information” means the information set forth at or described in Exhibit [XXX] (Owner Supplied
Information).

“PR Test” has the meaning set forth in Section 8.4(b).

“Parent Guaranty” has the meaning set forth under Section 5.7(d).

“Party” means (a) the Owner or (b) Contractor, as applicable, and “Parties” means Owner and Contractor,
collectively.

“Pass Through Principle” has the meaning set forth in Section 2.9(a).

“Payment Milestone” means each milestone of the Works to which the payment of a portion of the Contract Price is
tied, as identified in Section 5.3(b).

“Performance Acceptance Test” has the meaning set forth in Exhibit H (Performance Test Protocol)

“Performance Liquidated Damages” has the meaning set forth in Section 8.4(d).

“Performance Liquidated Damages Cap” means the cap for the Performance Liquidated Damages payable under
this Agreement of 25% (twenty five percent) of the Contract Price.

“Performance Security” has the meaning set forth in Section 5.7(b).

“Permits” includes approvals including Utility Approvals, licenses, consents, permits, clearances, variances, waivers,
conditions, decisions, authorizations, orders, certificates, confirmations, exemptions, applications, notifications,
filings, declarations, registrations, concessions, acknowledgments, agreements, licenses (including any import or
export licenses), employee visas, environmental permits, decisions, rights of way, made with or to, or obtained from,
any Governmental Authority or other Third Party.

“Person” means any individual, limited liability company, partnership, corporation, association, business, trust,
government or political subdivision thereof, governmental agency or other entity.

“Preliminary Notice of Provisional Acceptance” has the meaning set forth in Section 4.9(b).

“Preservation Services” has the meaning set forth in Section 12.6.

“Progress Schedule” has the meaning set forth in Section 4.2(b).

“Project” has the meaning set forth in Recital A.

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“Project Documents” means:

(a) the Power Purchase Agreement; and

(b) the Connectivity Agreement.

The Contractor acknowledges that the Owner has already provided the copies of the Project Documents to the
Contractor.

“Project Manager” has the meaning set forth in Section 2.7(m).

“Project Schedule” means the schedule for the Works attached hereto as a part of Exhibit I (Project Schedule), taking
into account the latest updated critical path method (CPM) version of the Project Schedule prepared using (a)
Primavera P6, version 7; or (ii) Microsoft Projects, or other appropriate tool as designated by the Owner as developed
in accordance with and adhering to industry standard CPM practices as may be adjusted in accordance with this
Agreement.

“Proprietary Interest” has the meaning set forth in Section 10.2(a).

“Provisional Acceptance” has the meaning set forth in Section 4.9(a).

“Provisional Acceptance Certificate” has the meaning set forth in Section 4.9(c).

“Provisional Acceptance Date” means the date on which the Facility achieves Provisional Acceptance, as set forth
in the Provisional Acceptance Certificate.

“Prudent Industry Standards” means those expert standards of care and diligence normally practiced by
engineering, construction and installation firms in the solar energy industry in performing services of a similar kind in
India (taking into consideration all relevant information regarding the Facility location, electrical infrastructure, and
operational and security concerns), at the time the Works is performed, and in accordance with good engineering
design practices, sound construction procedures, Applicable Laws and other standards established for such Works
or the Facility, including those standards established by the Project Documents. Prudent Industry Standards are not
intended to be limited to optimum practice or methods, but rather to be a spectrum of reasonable and prudent practices
and methods that must take the conditions specific to any given Facility under consideration.

“Post-Delivery EL Test” has the meaning set forth in Section 3 of Exhibit S (Modules).

“Post Delivery Inspection” has the meaning set forth in Section 2.7(c)(iii)(C)(I).

“Post Delivery Inspection Defect” has the meaning set forth in Section 2.7(c)(iii)(C)(I).

“Post Delivery Visual Inspection” has the meaning set forth in Section 3 of Exhibit S (Modules).

“Power Purchase Agreement” or “PPA” has the meaning set forth in Recital C.

“Punchlist” has the meaning set forth in Section 4.8(d).

“RFP” has the meaning set forth in Recital A.

“Rejected Module” has the meaning set forth in Section 3 of Exhibit S (Modules) .

“Release”, “Released” or “Releasing” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing into the environment (including the abandonment or discarding of
barrels, containers and other closed receptacles containing any Hazardous Material, but excluding (a) emissions from
the engine exhaust of a motor vehicle; and (b) the normal application of fertilizer).

“Remedial Action Plan” has the meaning set forth in Section 4.11(d).

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“Representatives” has the meaning set forth in Section 15.3.

“Revision” has the meaning set forth in Section 4.2(d).

“S/Y Completion / Switchyard Completion” means the completion of the concerned milestone under the Project
Schedule as contemplated under Section 4.5.

“Sanctions Laws” shall mean (a) any sanctions, prohibitions or requirements imposed by any executive order or by
any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control
(“OFAC”), (b) any sanctions or requirements imposed under similar laws or regulations enacted by the United Nations
Security Council, The European Union or any of its Member States, Her Majesty Treasury of the United Kingdom or
other relevant sanctions authority.

“Sanctioned Party” shall mean any person or entity subject to trade control or sanctions restrictions under lists
maintained by the United States, the European Union, the United Nations, or other countries, including, but not limited
to, the EU list of sanctioned parties, the U.S. lists of Specially Designated Nationals and Blocked Persons, Foreign
Sanctions Evaders, Denied Parties, Debarred Parties, the U.S. Entities Lists, sanctioned parties under the U.S. State
Department's Non-proliferation Sanctions programs, and equivalent lists of restricted or prohibited parties maintained
under applicable laws of other countries.

“Scheduled Delivery Date” shall have the meaning set forth in Section 4.2(a).“Second Year Performance Test”
has the meaning set forth under Exhibit H (Performance Test Protocol)

“Securities” shall collectively mean the Advance Payment Security, Warranty Security, the Performance Security and
the Parent Guaranty.

“Senior Management Notice” has the meaning set forth in Section 1.1(a).

“Serial Defect” means the serial defects as identified under Section 8.3(b)(ii).

“Single Point of Contact” has the meaning set forth under Section 2.7(d) and Section 3.3.

“Site” means the area, as shown on the map attached hereto as Section F of Exhibit C (Specifications), on which the
Facility is/will be located.

“Site Access” means access to the Site provided by the Owner to the Contractor in the phased manner provided
under Section 2.3(d) and Section 3.1.

“Site Conditions” has the meaning set forth in Section 2.3(b).

“Site Facilities” includes the meeting rooms, washrooms, kitchen rooms, offices, infirmary and lunchrooms at the
Site as specified in Exhibit X (Site Facilities).

“Site Safety Officer” has the meaning set forth in Section 2.4.

“Site Safety Plan” means a comprehensive plan for the safety of all individuals at the Site during both the construction
and operation phases, developed and administered by Contractor in accordance with Section 2.4 and Exhibit E
(Health Safety Environment and Sustainability).

“Solar Power Generating System” means the combination of BOS Equipment, all civil works, all structural works,
that while being physically separated, become an integrated whole (in the form of a system) once put through the
process of assembly and integration, and are thus ready for performing the function of solar power generation having
an aggregate nameplate capacity of 300 MW AC (450 MWp DC). For the avoidance of doubt, Solar Power Generating
System includes all free issue materials, including the Modules.

“Specifications” means the technical specifications as per Exhibit C in this Agreement.

“Standard of Performance” means the standard of performance of the Works as required under Section 2.2.
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"Subsurface Condition” means the presence in the soil or subsoil of the Site of:

(a) waste or Hazardous Material;

(b) subsurface findings of artistic, historical or archaeological value;

(c) munitions or other potentially explosive devices; or

(d) cables, tubes, pipelines or other equipment.

“Subcontractor” means any Person, including Major Subcontractors, with whom Contractor enters into an
arrangement for the performance of the Works or any portion thereof or for the supply of services, equipment or
materials to Contractor in connection with the Works, and Persons at any tier with whom any Subcontractor has
further subcontracted the Works or any part thereof, and the legal or personal representatives, successors, and
assigns of such Person.

“Substantial Completion” has the meaning set forth in Section 4.8(a).

“Substantial Completion Certificate” has the meaning set forth in Section 4.8(c).

“Substantial Completion Date” means the date on which the Facility achieves Substantial Completion, as set forth
in the Substantial Completion Certificate.

“Substantial Completion Tests” has the meaning set forth in Section E of Exhibit G (Functional Test Requirements).

“Substantial Completion Performance Test” has the meaning set forth under Section 6 of Exhibit H (Performance
Test Protocol)

“Direct Agreement” has the meaning set forth in Section 2.8(f).

“Tax” means any and all fees, taxes, levies, cess (including as required under The Building and Other Construction
Workers Welfare Cess Act, 1996), interest, penalties or other sum levied pursuant to any Applicable Law, including
GST, sales tax, import duties.

“Testing Period” in reference to any PR Test means the period referenced in connection with the conduct of such
PR Test of Exhibit H (Performance Test Protocol).

“Third Party” or “Third Parties” means any Person other than Owner or Contractor or their successors and assigns
permitted hereby following such succession or assignment, as applicable.

“Transmission Contractor” means the contractor identified under the Transmission Agreement.

“Transmission Agreement” means the agreement between Owner and the Transmission Contractor to the design,
engineer, supply, erect, construct, string and obtain CEIG approval for the Transmission Line.

“Transmission Equipment” shall mean all of the equipment, components, supplies and other goods required (a) for
the construction of the Transmission Line; or (b) for the safe and proper operation of the Facilities, in compliance with
Applicable Laws and Permits, and applicable Electricity Utility requirements.

Transmission Line” means the 220 KV transmission line erected and installed for inter connection of Facility to the
Transmission Point.

“Transmission Point” means the 220/132/33 KV grid-connected substation of XXXX Transmission System to which
the Facility will be connected, being the ‘Delivery Point’ under the PPA.

“NHPC” has the meaning set forth in Recital A.

"Ultimate Beneficial Owner" shall mean any natural person who ultimately either hold, directly or indirectly, 25% or
Page | 15
 more of the voting rights or share capital, or exercise controlling power over the Contractor’s management or
administration bodies or over the Contractor’s general assembly.

“Utility Approvals” means all authorizations, consents, licenses, certifications, registrations, exemptions, permits and
related plans, certificates and approvals from the Electrical Utility.

“Warranty” means all warranties being provided pursuant to the terms of this Agreement (including those expressly
provided by Contractor to Owner), including the Contractor’s obligations during the Defect Liability Period, and
warranty-related obligations pertaining to the BOS Equipment Warranties and Contractor’s warranties related to
Subcontractor warranties and guarantees;

“Warranty Security” has the meaning set forth in Section 5.7(c).

“Wear and Tear” means an unavoidable deterioration in the equipment resulting from normal use or with the efflux of
time.

“Works/Work” means all of Contractor’s obligations under this Agreement, including:

(i) providing all services by way of design, procurement, construction (including civil works), engineering and
installation services and energization of the Transmission Line, provided for setting up of the Solar Power
Generating System and any work product produced thereby, associated therewith or resulting from such
services.

(ii) Supply of BOS Equipment to fulfill its obligations pursuant to this Agreement and the Project Documents;

(iii) engineering, design, construction, procurement, erection, installation, training, start up (including
calibration, inspection and start-up operation) and testing required to achieve Provisional Acceptance and
Final Acceptance and all Warranty obligations of Contractor; and

(iv) completing/providing all related supplies and ancillary work which may not be expressly set out in the
description of the Works, but which can be reasonably anticipated by the Contractor in order to achieve
Provisional Acceptance and Final Acceptance and perform the Contractor’s Warranty obligations , including
those obligations set forth in the Project Documents to the extent related to the Works.

“Work Product” has the meaning set forth in Section 6.2.

World Bank Group Environmental, Health, and Safety Guidelines” means a set of guidelines the most recent
version of which is available at www.ifc.org/ehsguidelines.

1.2 Interpretation. In the interpretation of this Agreement, unless the context otherwise requires:

(a) A referring to “writing” includes printing, typing, lithography and other means of reproducing words in a visible
form including telex and facsimile transmissions.
(b) The headings and marginal notes are for convenience of reference only and are not part of the Agreement,
and shall not be taken into consideration in their construction and interpretation.
(c) Words importing the singular also include the plural and vice versa and where the context requires words
importing one gender also include other genders.
(d) Unless specifically provided otherwise, the words “herein” and “hereunder”, and words of similar import, refer
to the entirety of this Agreement and not only to the Sections in which such words occur.
(e) Except where the context otherwise requires, a reference to the clause, section or the exhibit, if any, is a
reference to a clause, section or exhibit of this Agreement and not any other document.
(f) The Exhibits, if any, form an integral part of this Agreement and will be in full force and effect as though they
were expressly set out in the body of this Agreement.
(g) The words “including”, “include” or “includes” shall be deemed to be qualified by a reference to without
limitation.
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 (h) Reference to any period of time shall mean a reference to that according to Indian Standard Time.
(i) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be
done shall be calculated by excluding the day on which the period commences and including the day on
which the period ends.
(j) Reference to a month shall mean a reference to the period commencing from the relevant day of the calendar
month to the immediately preceding day of the next following calendar month.
(k) The rule of interpretation which requires that an agreement be interpreted against the Person or Party drafting
it shall have no application in the case of this Agreement.
(l) Capitalized terms used herein but not defined in this Agreement, shall have the meaning as ascribed to them
under the other contracts between the Owner and the Contractor.
1.3 Standard of Efforts. All references herein to “reasonable”, “reasonable efforts”, “commercially reasonable efforts” or
other similar terms shall be construed, whenever applicable, as the shortest possible period or the best possible level
of quality or attainment to be applied in accordance with Applicable Laws and Prudent Industry Standards.

Article 2. CONTRACTOR RESPONSIBILITIES

2.1 Contractor’s Scope of Responsibilities Unless otherwise specified in this Agreement, Contractor shall, on a fixed-
price basis as set out in this Agreement be responsible to/for:

(a) design, engineer, procure, construct, erect, install, test, commission and deliver the Works;
(b) procure all BOS Equipment (other than what will be supplied under the Module Supply Agreement and the
Transmission Agreement), labor, Contractor’s Equipment, tools and materials necessary for the execution of
the Works;
(c) erection, installation, start-up and testing of the Facility;
(d) providing, obtaining and transporting all utilities (including water, sanitation, telecommunications and waste
disposal services, auxiliary supply and consumables required for the performance of the Works);
(e) performing all the requirements and obligations set forth in the Agreement, including Exhibit C (Specifications)
and the Project Documents;
(f) providing to the Owner all reasonable support (including relevant documentation) regarding Module
Warranties up to Final Acceptance;
(g) enforcing or supporting enforcement of any BOS Equipment Warranties provided by a manufacturer thereof
until Final Acceptance;
(h) performing all related activities (including those reasonably implied by the definition of Works) to achieve
Provisional Acceptance and Final Acceptance and perform Contractor’s Warranty obligations hereunder; and
2.2 Standard of Performance. All Works performed by Contractor (whether itself or via its Subcontractors or any parties
under their respective control), including any design, engineering and construction services, shall be performed in
accordance with:

(a) Prudent Industry Standards;

(b) Indian Standards (IS);
(c) Applicable Laws;
(d) the Permits;
(e) this Agreement, including the Exhibits attached hereto;
(f) the Land Use Requirements;
(g) the Project Documents;
(h) any Manufacturer’s Instructions; and
(i) the HSE Policy.

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2.3 Site & General Conditions, Environmental Conditions and Environmental Laws.

(a) Environmental Laws.

(i) Throughout the performance of the Works, Contractor shall conduct all operations in compliance with
the Environmental Laws and the HSE Policy, and take immediate actions to fully remedy any non-
compliance with (A) any Environmental Law in accordance with the relevant law and to the
satisfaction of the applicable Governmental Authority; and (B) with the HSE Policy to the reasonable
satisfaction of the Owner.

(ii) Without limiting the generality of the foregoing, Contractor shall maintain, update, implement and
diligently manage an environmental management system developed pursuant to the provision of this
Agreement to ensure compliance with applicable Environmental Laws; to prevent the Release and
discharge of Hazardous Materials; to avoid disturbing or creating Hazardous Conditions; and to
minimize any negative impact of storm water runoff on or from the Site, including any such impact
relating to the erosion of soils or the accumulation of silt in surface water at the Site.

(iii) Contractor shall be solely responsible for complying with any Environmental Laws and the Land Use
Requirements including in connection with any Hazardous Conditions existing at the Site or in
connection with the Works, and shall (subject to Section Error! Reference source not found.) bear
all related costs, including any fines and containment, transport, removal or disposal costs.
Contractor shall immediately notify Owner of any breach of Contractor’s obligations in this Section
2.3(a).

(b) Site Conditions.

(i) Subject to Section 2.3(c), the Contractor is deemed to have full knowledge of and to have satisfied
itself as to local, regional, national and any other conditions (physical, regulatory or otherwise)
affecting the Site, including the ground, soil and location, the access corridors to Site, the tenement
holders rights as per the Land Use Requirements and other permitted/prohibited activities as under
the Land Use Requirements, transportation infrastructure, availability of skilled and unskilled labor
and equipment and all atmospheric, meteorological, hydrological, geological, and geotechnical
conditions (all such physical, regulatory and other conditions, together the “Site Conditions”) and
shall bear all risks associated with such Site Conditions and all related costs after the expiry of the
forty-five (45) day period (provided under Section 2.3(c)(i)), and the Contractor shall not be entitled
to request any variation, extension of time and/or additional costs as on account of any such Site
Conditions (save and except in accordance with Section 2.3(c)(iv) of this Agreement).

(ii) Where the Contractor considers it necessary to perform any additional Site investigations for the
purpose of due execution of this Agreement, the risks and costs of such investigations shall be the
sole responsibility of the Contractor.

(iii) If the use of any land other than the Site is required for the performance of the Works (including
additional access routes beyond those provided pursuant to the Site Access, areas for lay-down,
storage, assembly, parking, camps, or any other activity in connection with the Works), then the use
of such land shall be procured by the Contractor at its sole risk and cost.

(c) Hazardous Conditions, Cultural and Biological Conditions, Local and General Conditions, and
Subsurface Conditions.

(i) The Contractor by exercising reasonable care shall conduct the appropriate tests as per Prudent
Industry Standards, as applicable, on the Site land within forty five (45) days of provision of
reasonably adequate Site Access to determine the presence of any (A) Hazardous Conditions, (B)
Cultural and Biological Conditions, (C) Local and General Conditions, and (D) Subsurface Conditions.

(ii) Within the above-mentioned period of forty-five (45) days from the provision of reasonably adequate
Site Access, in the event that an investigation of the Site by the Contractor discloses any of the
following Site-related conditions:

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 (I) any Hazardous Condition that does not fall under the (a) or (b) sections of the
definition of Known Hazardous Condition;

(II) any Cultural and Biological Conditions that is not part of or disclosed under the
Project Documents, the Owner Supplied Information and/ or Environmental Impact
Assessment;

(III) any Local and General Conditions that may materially impact (positively or
negatively) the performance of the Contractor’s obligations under this Agreement
that is not part of or disclosed under the Project Documents, Owner Supplied
Information and/ or Environmental Impact Assessment; or

(IV) any Subsurface Condition that is not part of or disclosed under the Project
Documents, Owner Supplied Information and/ or Environmental Impact
Assessment;

the Contractor shall immediately notify the Owner and thereafter the provisions of Section 2.3(c)(iii)
shall apply in respect of each such Hazardous Conditions, Cultural and Biological Conditions, Local
and General Conditions, or Subsurface Conditions so identified.

(iii) For any Hazardous Conditions, Cultural and Biological Conditions, Local and General Conditions, or
Subsurface Conditions identified as specified under Section 2.3(c)(ii), the Owner and the Contractor
shall follow the procedure set out in Article 7 (Changes) with a view to agreeing the cost and extension
of time required (if any) to avoid or minimize the impact of such Hazardous Conditions, Cultural and
Biological Conditions, Local and General Conditions, or Subsurface Conditions so identified. In case
of failure to notify the Owner within ten (10) Business Days from the discovery of such Hazardous
Conditions, Cultural and Biological Conditions, Local and General Conditions, or Subsurface
Conditions, and in any case on or prior to the date that falls fifty (50) days following the provision of
Site Access, the Contractor shall be time-barred in relation to claiming a Change in respect thereof.

(iv) For any Hazardous Condition, Cultural and Biological Conditions, Local and General Conditions, or
Subsurface Conditions discovered other than as specified under Section 2.3(c)(ii), the Contractor
shall, within three (3) Business Days of such discovery, notify the Owner and the following provisions
will apply in respect of such conditions:

(A) If such condition could not have been identified by the Contractor, exercising reasonable care
and diligence and acting in accordance with Prudent Industry Standards, during the time
period specified in Section 2.3(c)(i), then the provisions of Article 7 (Changes) shall apply in
respect of each such condition.

(B) In case such condition could have been identified by the Contractor, exercising reasonable
care and diligence and acting in accordance with Prudent Industry Standards, during the time
period specified in Section 2.3(c)(i) then:

(I) the Contractor shall bear all cost, delay, Liability and risk in avoiding or otherwise
minimizing the impact of such Hazardous Conditions, Cultural and Biological
Conditions, Local and General Conditions, or Subsurface Conditions so identified;
and

(II) the Contractor is deemed aware of, and having accounted for, all such Hazardous
Conditions, Cultural and Biological Conditions, Local and General Conditions, or
Subsurface Conditions so identified in agreeing to the Contract Price and the
Project Schedule

(v) The Contractor shall use all reasonable efforts to avoid causing any Hazardous Conditions or
exacerbating any Subsurface Conditions, except as expressly authorized or required under this
Agreement, and in any event in accordance with Environmental Laws, Permits, Land Use

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 Requirements, and the HSE Policy.

(vi) In the event any Hazardous Conditions or Subsurface Conditions exist at the Site and is not controlled
in accordance with this Agreement, the Environmental Laws and the HSE Policy, then the Contractor
will, within three (3) Business Days of discovery of the Hazardous Conditions or Subsurface
Conditions:

(A) notify the Owner;

(B) take all actions reasonably necessary to avoid or mitigate the Hazardous Condition or
Subsurface Condition; and

(C) suspend the performance of Works to the extent required to avoid any danger to safety,
health or property.

(vii) Contractor shall use good faith efforts to avoid causing, contributing or exacerbating any adverse
Hazardous Condition or Subsurface Conditions, except as expressly authorized in this Agreement
and in any event in accordance with Environmental Laws and the HSE Policy.

(viii) The Owner shall be responsible for the costs of containment, transport, removal or disposal of
Hazardous Conditions that are directly caused by the Owner or any contractor of the Owner other
than the Contractor (except to the extent expressly or implicitly contemplated by this Agreement),
and in in each case, only to the extent necessary to comply with any Environmental Laws and the
HSE Policy; provided, however, that Contractor shall bear any additional Liabilities incurred by Owner
for any Hazardous Conditions to the extent caused by Contractor’s breach of its obligations pursuant
to this Section 2.3(c).

(d) Site Access.

(i) Owner shall provide the Contractor with Site Access including approach road, non-exclusive right to
ingress and egress of the Site in order to allow the Contractor to perform the Site-related Works
necessitated at the Site and deliver the BOS Equipment in accordance with the Project Schedule and
this Agreement. .

(ii) The Owner shall provide the Contractor with Site Access to the Site as under (d)(i) above subject to:
(A) Contractor’s compliance with this Agreement and the Land Use Requirements; and (B) the
reasonable Site access requirements of the Owner and any Third Parties as contemplated (expressly
or implicitly) by this Agreement, or otherwise as notified by the Owner from time to time.

(iii) Upon provision of reasonably adequate Site Access, the Contractor must conduct its investigations
within forty five (45) days and identify any discrepancy in the Site Access. In the event that such
investigation discloses the presence of any discrepancy that may materially impact (positively or
negatively) the performance of the Contractor’s obligations under this Agreement, the Contractor
shall immediately notify the Owner and thereafter the provisions of Article 7 (Changes) shall apply in
respect of each discrepancy so identified. In the event Site Access to any portion of the Site is not
provided, within timeline as specified above, then the Contractor shall be granted an extension of
time in the Project Schedule as per Article 7; however, notwithstanding anything containing in this
Agreement, any such. However, extension of time shall be solely applicable to the extent of the
capacity in MWp/ MW of the Facility that is affected due to such delayed Site Access. . Further, it has
been specifically agreed between the Parties that there shall be no change in Contract Price on
account of above. Thereafter, the Contractor shall be deemed to have satisfied of the safety,
suitability, access to, and conditions of the Site Access for the purpose of performing its obligations
in accordance with this Agreement, and such Site Access shall continue to be provided by the Owner
for the duration of performance of the Works by the Contractor.

(iv) Contractor’s Personnel, including the personnel of any Subcontractors, shall perform and comply with
the terms and conditions of the Land Use Requirements, including those terms and conditions relating
to the use, occupancy and condition of the Site, use of parking areas, roads and adjacent property
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 affected by the Works by the Contractor, and the location and maintenance of storage and laydown
areas used by Contractor.

(v) Contractor shall maintain the Site and all other areas used by Contractor free from accumulation of
waste material or rubbish, and shall, prior to Provisional Acceptance, remove any rubbish, tools,
equipment and unused materials brought to the Site by the Contractor or parties under its control.

(vi) At the conclusion of each calendar day throughout performance of the Works and until Provisional
Acceptance, Contractor shall leave the Works and Site and other areas affected by the Works,
including adjacent roads and properties, in a clean, neat and workmanlike condition.

(e) Site Investigations. In the event the Contractor considers it necessary to perform any site investigations
prior to or following the execution of the Works, the risks and costs of such investigations shall be the sole
responsibility of the Contractor.

(f) Contractor Acknowledgment.

(i) Contractor acknowledges that the Contract Price adequately compensates the Contractor to
complete all obligations and risks assumed by Contractor pursuant to this Section Error! Reference
source not found. in accordance with the Project Schedule.

(ii) Without limiting the generality of the foregoing, Contractor shall not be entitled to an Approved
Change Order for extension of time and/or additional costs arising out of or relating to any Hazardous
Conditions, Cultural and Biological Conditions, Local and General Conditions, Subsurface
Conditions, or Site Access discrepancy or other circumstance affecting the Works except as
expressly provided under this Section 2.3, including any that are (or should have been) ascertained
as of the Effective Date or that are discovered by the Contractor post the expiry of the inspection
period under this Section 2.3; provided that the Contractor shall not bear any responsibility for issues
pertaining to change in the Site land parcel.

(iii) Contractor shall immediately notify the Owner of any breach of Contractor’s obligations under this
Section 2.3.

2.4 Site Health and Safety.

(a) Throughout performance of the Works, Contractor shall be solely responsible for controlling access to the
Site of all Persons, and Contractor shall be solely responsible for the safety at the Site of all Contractor’s
Personnel, and all Persons to whom access has been provided to the Site.

(b) Contractor shall administer the “Site Safety Plan”, developed and delivered by the Contractor (and which
shall be approved by the Owner) pursuant to the provisions of this Agreement, including the specific
instructions of Exhibit E (Health Safety Environment and Sustainability), Applicable Laws, the Permits, and
the HSE Policy.

(c) Throughout performance of the Works, the Contractor shall promptly notify the Owner of any injury causing
an injured party to seek off-Site medical attention or that otherwise requires a leave of absence, fatality, or
any other significant worker health and safety incident, including any incident reported to a Governmental
Authority, occurring at the Site or in relation to the Works. In the event of any such incident, Contractor shall
take immediate actions in accordance with Applicable Laws to mitigate the impact and risks to health and
safety of all Persons at the Site.

(d) At all times, the Contractor and its Subcontractors shall comply with the IFC Performance Standards and the
applicable World Bank Group Environmental, Health, and Safety Guidelines.

2.5 The Contractor shall be responsible for provision of the Works in accordance with the specified Project Schedule. If
at any time, the Contractor is falling behind the Project Schedule, for reasons attributable to the Contractor or linked
with the Contractor’s obligations under this Agreement, the Contractor shall take necessary action to make good or
reduce such delays by increasing its work force or by working overtime or otherwise accelerating the progress of the
Page | 21
 Works and supply of the BOS Equipment to comply with the Project Schedule, and shall communicate such actions
in writing to the Owner’s Representative. The Contractor shall not be entitled to any extra compensation or
consideration for such action.

2.6 Co-ordination.

(a) The Contractor acknowledges that

(i) the Owner has agreements/interface with the Other Contractors, off takers and other Third Parties in
relation to the Facility and associated works and arrangements, and

(ii) the Contractor has the required knowledge of the terms thereof as relevant to this Agreement,
including for performance of the Works, and with respect to the Module Supply Agreement and
Module Warranties as contained under Exhibit S (Modules).

(b) Except as expressly excused in this Agreement, the Contractor shall co-ordinate and follow up with the
Owner, Owner’s Representative, and the Other Contractors appointed by the Owner at the Site.

(c) Any delay, cost or Liability arising out of Contractor failure to comply with this Section 2.6 shall be borne by
the Contractor.

(d) Without prejudice to the Contractor’s other obligations under this Agreement including this Section 2.6, the
Contractor shall at all times:

(i) take all steps to co-ordinate and to integrate the design and provision of the BOS Equipment,
including the work of Subcontractors, with the activities of the other contractors, including attending
co-ordination meetings and providing such information and assistance as such parties may
reasonably request for the management of interfaces between the Works and any related works;

(ii) co-operate with the Owner, the Owner’s Representative and other contractors so as to promote and
foster a coordinated and integrated approach to the Works and any related works;

(iii) monitor the coordination and integration of the BOS Equipment with any related works and advise
the Owner’s Representative in writing as and when it becomes apparent that the design or execution
of the Works is likely to be the subject of delay and/or disruption and recommend reasonable
proposals to reduce or prevent such delay and/or disruption; and

(iv) advise the Owner of any conflict or potential conflict of which the Contractor becomes aware between
the BOS Equipment and the related works, whether related to program, design, execution, or
otherwise.

The Contractor shall be fully responsible for integrating the BOS Equipment supplied under this
Agreement and the Modules to be supplied under the Module Supply Agreement with the Works
under this Agreement, to establish the Facility required such that it is compliant with the requirements
set out in this Agreement, including the Specifications and the Standard of Performance. The
Contractor shall obtain and maintain in effect all Permits as per Exhibit D (Permits) required in
connection with the Contractor’s performance of its obligations hereunder, including execution of
Works in accordance with the Project Schedule.

2.7 Specific Services of Contractor. Without limiting the generality of Section 2.1, Contractor shall perform all of the
following specific tasks in accordance with the terms of this Agreement in order to achieve Provisional Acceptance
and Final Acceptance and perform its Warranty obligations in accordance with this Agreement.

(a) Supply and procurement of BOS Equipment other than the Modules.

(i) Contractor shall at its own expense, procure or supply and pay for all of the BOS Equipment, other
than the Modules to be procured under the Module Supply Agreement and the Transmission
Equipment to be procured under the Transmission Agreement, and shall arrange and pay for the
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 delivery of all such BOS Equipment to the Site, in addition to the off-loading and storage of all such
BOS Equipment at the Site.

(ii) Contractor shall be responsible for identifying appropriate transport routes to be used for
transportation of BOS Equipment, tools, supplies, construction equipment, machinery, utilities and
consumables to be used in connection with the Works and the supply of the BOS Equipment from
their relevant points of origin to the Site and shall, at its own risk, identify and mitigate any vehicle or
load restrictions or other restrictions that may exist with respect to such route. In carrying out such
transportation to the site, the Contractor shall (A) comply with the terms of any agreement with
respect to the use of applicable roads and/or Applicable Law and the terms and conditions of any
relevant Permits and the Land Use Requirements; and (B) be obligated, at its cost and expense, to
apply for and secure the necessary Permits for the transportation to the Site of the BOS Equipment,
tools, supplies, construction equipment, machinery, utilities and consumables to be incorporated into,
or used in connection with, the Works, as applicable.

(iii) Contractor shall pay and bear all Taxes and expenses, including import duties, payable as a
consequence of the performance of the Works in accordance with the terms of this Agreement to all
Governmental Authority. Contractor warrants that all materials and BOS Equipment to be supplied
or used by Contractor or its Subcontractors in the performance of its obligations under this Agreement
shall comply with Applicable Law and shall be brand new, undamaged, in good condition and fit for
the use(s) for which they are employed by Contractor or its Subcontractors. The materials and BOS
Equipment shall at all times be maintained, inspected and operated as required by Applicable Laws.

(iv) Contractor further agrees that all Permits, licenses, registrations and certificates or other approvals
required by Applicable Laws, the Electrical Utility or any Governmental Authority for the use of the
BOS Equipment shall be obtained and maintained in good standing by Contractor at all times during
the use of same by Contractor or its Subcontractors in the performance of any of Contractor’s
obligations under this Agreement. Notwithstanding the foregoing, Owner shall be responsible for
obtaining Owner Permits as set forth in Section A of Exhibit D (Permits), but Contractor shall maintain
such Owner Permits in good standing to the extent compliance with any such Owner Permits relate
to Contractor’s obligations under this Agreement. The costs in relation to each Permit will be borne
by respective Party obtaining the concerned Permit as per Exhibit D (Permits).

(v) Contractor shall obtain requisite approval from Ministry of New and Renewable Energy (“(MNRE”))
or other competent Governmental Authority for exemptions of excise duty, custom duty and other
Taxes for BoS Equipment for which Project is entitled to do so under Applicable Law (the “Exemption
Eligible Equipment”) prior to the scheduled dispatch of such BOS Equipment. Owner shall provide
reasonable assistance to Contractor with such application (including by providing relevant
documents, information and other assistance reasonably requested by Contractor in connection with
such application). In the event exemption approval for Exemption Eligible Equipment is delayed for a
reason attributable to Contractor and Owner requests Contractor to dispatch, in accordance with
Project Schedule, such Exemption Eligible Equipment prior to MNRE (or other competent
Governmental Authority) granting exemption approval for such Exemption Eligible Equipment, then,
any Taxes in relation to such Exemption Eligible Equipment shall be borne by Contractor.

(b) Construction of Site Facilities. Contractor shall construct the Site Facilities in accordance with the
specifications set forth in Exhibit X (Site Facilities) within the timelines set forth in the Project Schedule.

(c) Module and BOS Equipment related Responsibilities. Contractor’s responsibilities with respect to
Modules procured by Owner pursuant to the Module Supply Agreement, and the BOS Equipment procured
by the Contractor under this Agreement, shall be as follows and as otherwise set forth in the Agreement:

(i) General Contractor Obligations.

Upon delivery of the Modules at the Module Delivery Point:

(A) Contractor shall install and incorporate the Modules and the BOS Equipment into the Facility
in accordance with this Agreement, including this Section 2.7 (c) and the installation and user

Page | 23
 manual for the Modules set forth in Section 7 of Exhibit S (Modules). Contractor shall receive
the Modules at Site and shall ensure unloading of the Modules at the Site, safe transportation,
storage of Modules and installation of Modules upon delivery at the Site and post-installation
to avoid Modules breakage and occurrence of micro cracks.

(B) Contractor shall guard the Modules and the BOS Equipment, provide surveillance and security
at the Site, and provide storage for Modules including storage for the Defective Modules and
Rejected Modules as applicable in accordance with the Manufacturer’s Instructions and so
as to maintain intact all warranties related thereto. It is hereby clarified that the Contractor
shall be responsible for storage of Modules (including any Defective Modules or Rejected
Modules, as applicable, to be returned to Module Supplier in accordance with the provisions
hereof) and subsequent installation of Modules till the Facility is handed over to Owner.

(C) The Contractor will comply with the provisions of Exhibit S (Modules) to ensure the proper
unloading, inspection, storage, installation, incorporation and operation of the Modules,
Rejected Modules (as applicable), Defective Modules (as applicable), and the BOS
Equipment as necessary or as may be requested by the Owner.

(ii) Owner Obligations.

(A) Owner shall procure that all Modules are delivered at the Module Delivery Point in
accordance with Section 2 of Exhibit S (Modules). .

(B) Owner shall be responsible for co-ordinating with and remediation of any breach by the
Module Supplier of its delivery obligations under the Module Supply Agreement with respect
to such Module delivery; provided, however, in no event shall Contractor be relieved of its
obligations under this Agreement, and the Contractor shall provide such reasonable
cooperation as Owner may require to ensure the Module Supplier’s remediation of any
breach of its delivery obligations under the Module Supply Agreement with respect to such
Module delivery.

(C) Owner shall be responsible for notifying the Module Supplier of any exceptions noted
pursuant to Section 2.7(c)(iii)(B) and for replacing, repairing or providing additional Modules
in place of any Rejected Modules or Defective Modules in accordance with Section 2.7(c)(v)
save and except where the Defect is due to any mishandling or act or omission of the
Contractor in which case the cost of such replacement, repair, or provision of additional
Modules shall be borne by the Contractor.

(iii) Site-Delivered Activities. Contractor shall arrange and pay for all costs associated in relation to the
off-loading and inspection of the BOS Equipment at the Site. In relation to the Modules, the following
shall be applicable:

(A) Unloading.

(I) Owner will not arrange for delivery of more than 25 40/HC trailers per day at the
Site. The trailers must arrive not earlier than 8 AM IST and not later than 5 PM
IST. Trailers arriving after 5 PM IST or beyond 25 40/HC trailers per day shall be
considered as having arrived at 8 AM IST on the subsequent day. Trailers arriving
earlier than 8 AM IST will be considered as having arrived at 8 AM IST on the same
day.

(II) Subject to (A)(I) above, the Contractor shall offload the delivered Modules from the
trailers, within a period of twenty-four (24) hours from arrival at the Site,.

(III) Contractor will be liable for demurrage costs and charges resulting from any trailer
unloading delay which continues beyond the time which is beyond the time
specified under (A)(II) above.
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 (IV) Contractor shall pay any amounts of demurrage charges for which it is liable in
accordance with this Section 2.7(c)(iii) in accordance with the applicable invoice
payment terms, and in any event within thirty (30) days from receipt of such invoice.
Any demurrage charges for which Contractor is liable under this Section 2.7(c)(iii)
and which are paid instead by the Owner shall be a debt immediately due and
payable by the Contractor to the Owner. Owner shall be entitled to set off such
payments due against Contractor payments, in case of delay in such payments.

(B) Delivery Inspection.

(I) Upon delivery of a trailer at the Site, the Contractor will conduct the visual
inspection of the trailers and the pallets (the “Delivery Inspection”) as per Section
3 of Exhibit S (Modules) to identify any Delivery Inspection Defect.

(II) On receipt of the trailer at the Site and forthwith upon conduct of the Delivery
Inspection as under (B)(I) above, the Contractor will notify within two (2) hours the
Owner of any material findings and either (aa) provide written certification in a form
satisfactory to Owner indicating that the Contractor has conducted the Delivery
Inspection and that the shipping and storage trailers and pallets for the Modules
exhibit no visible damage or signs of damage from prior shipping or storage, with
any exceptions (including damage or volume shortfalls) noted and documented in
reasonable detail; or (bb) document in reasonable detail and notify the Owner of
any Delivery Inspection Defect.

(III) In case Delivery Inspection Defects have been notified by the Contractor to the
Owner, the related provisions of Section 3 of Exhibit S (Modules) shall apply.

(IV) Pallets that have passed the Delivery Inspection shall be stored, under
Contractor’s responsibility, until the Post Delivery Inspection is conducted.

(C) Post-Delivery Inspection

(I) Following the unloading of the pallets/Modules from the containers, the Contractor
shall effect the Post Delivery Visual Inspection and Post-Delivery EL Test (together
the “Post Delivery Inspection”) of the sample pallets/Modules as per Section 3
of Exhibit S (Modules) and in accordance with the Sub-Section 4 (E) (Quality
Control Plan) and Sub-Section 4 (F) (Responsibility Matrix) of Exhibit S (Modules)
to ensure no damage has occurred or has been caused by the carrier during the
delivery process and shall document such inspection (which may require written
acknowledgement by the carrier) clearly identifying and recording any identified
defect (each such defect a “Post Delivery Inspection Defect”). In the event that
the Contractor identifies any Post Delivery Inspection Defect, the provisions of
Sub-Section 4 (c) of Exhibit S (Modules) shall be applicable and put in effect by
the Parties in respect of the pallets that have been subject to the Post Delivery
Inspection.

(II) Following Post Delivery Inspection, Modules which are not Rejected Modules shall
be considered as “Delivered Modules” to the Contractor (and such delivery shall
be deemed to have occurred on the day that the Modules arrived at the Site), and
responsibility for the custody and care of Delivered Modules shall pass to the
Contractor as set out in Section 2.7(c)(iv), whereas any Rejected Modules will be
replaced by the Owner in accordance with Section 2.7(c)(ii)(C) and Exhibit S
(Modules).

(III) For any Rejected Modules or Defective Modules, the Contractor shall take care of
the Rejected Modules or Defective Modules, and shall store such Rejected
Modules or Defective Modules at the Delivery Place at the Contractor’s risk and
Page | 25
 cost for any damage, provided such damage is not resulting as a direct
consequence of the damage already existing at the time of their delivery, from the
time of delivery of the Modules at the Site and until such time that the Module
Supplier repairs, replaces or delivers additional Modules to the Delivery Place in
replacement of the Rejected Modules or the Defective Modules, at which time the
Owner must ensure removal of the Rejected Modules or the Defective Modules,
as the case may be, within a maximum period of two (2) months from when the
Contractor assumes care of such Modules;.

(IV) Contractor shall also be responsible for repacking the Module samples back into
the respective pallets before any further handling for storage/installation and in
case Contractor finds that the packaging material gets damaged, the repacking
material shall be arranged by Contractor at its own cost.

(D) Module Inspection (Post Installation)

(I) Contractor will perform inspections including the EL-Test after installation of the
Modules on a sample basis as provided under Sub-Section 4 (D) (Inspection of
Modules post installation) of Section 3 of Exhibit S (Modules) and in accordance
with the Sub-Section (E) (Quality Control Plan) and Sub-Section (F) (Responsibility
Matrix) of Section 3 of Exhibit S (Modules). Contractor shall also be responsible
for repacking the Module samples back into the respective pallets before any
further handling for storage/ installation and in case the Contractor finds that the
packaging material gets damaged, the repacking material shall be arranged by
Contractor at its own cost.

(II) The Owner may perform additional EL-Tests as contemplated under Sub-Section
(D) of Section 3 of Exhibit S (Modules).

(III) In the event that such additional EL-Tests conducted by the Owner reveal any
Defective Modules, the Contractor will replace such damaged Modules at the
Contractor’s cost in accordance with Section 2.7(c)(iv)(C).

(iv) Module Risk of Loss.

(A) Without prejudice to Contractor’s obligations under this Section 2.7(c), the Contractor shall
be responsible for risk of loss in the Modules that are Delivered Modules, during pre-
installation, post-installation and until the Substantial Completion milestone, and in respect
of any Rejected Modules or Defective Modules till time of return to the Module Supplier
where the Module Defect arises on account of improper storage or mishandling or further
damage to the Modules on account of any act or omission of the Contractor.

(B) During the construction and the mounting of the Modules, the Contractor shall scan every
mounted Module in order to trace where each Module is installed. The Contractor shall
provide to the Owner a file with the following information at a minimum:

(I) Module identification code (serial number), pallet number, container number and
batch number;

(II) Place of the module: sub-plant, module mounting structure, row;

(III) Date of installation.

(IV) Contractor shall submit traceability reports of installed Modules on daily basis.

Page | 26
 (C) Contractor will be allowed maximum breakage of 0.025% of the Modules, and recovery for
the Modules broken/damaged beyond such threshold will be recovered actual replacement
cost of such Modules as replenished. In the event Contractor requires additional Modules
pursuant to replace the Modules lost or damaged by Contractor, the Owner may elect to
either (aa) set off the cost of such Modules, net of the afore-said breakage allowance, or
invoice the Contractor, at the costs as actually incurred by the Owner including all taxes,
cess, duties, freights and other charges; or (bb) direct the Contractor to replenish the
Modules at its own cost, provided that any such replenished Modules must be of the same
data sheet and make as the Modules that were damaged, and must comply with this
Agreement, including the technical specifications under Section 4 of Exhibit S (Modules).

(v) Module Defect Reporting and Claim

(A) Until Final Acceptance, if Contractor discovers any Defective Module or any breach of the
Module Warranty, it shall promptly (and in any event within five (5) days of discovery
thereof) notify Owner in writing; similarly the Owner may notify the Contractor if the Owner
discovers any Defective Module.

(B) The Contractor will provide adequate proof for any Module Defect in accordance with the
documentation requirements under this Section 2.7(c) and Exhibit S (Modules) or as
otherwise reasonably requested by the Owner to establish the existence of a Module
Defect. Upon identification of any Defective Module, the Contractor will promptly, and not
later than twenty (20) days of identification of such Defective Module, provide notice to the
Owner setting forth the following information related to the Defective Module: (aa) detailed
description of the defect; (bb) evidence, including photographs and data; (cc) relevant
serial numbers of the Defective Module; (dd) date of delivery of the Defective Modules;
(ee) Module type; (ff) physical address; and (gg) any additional evidence requested by the
Owner. Upon request from the Module Supplier, as intimated by the Owner, the Contractor
shall provide the actual Defective Modules to the Owner/ Module Supplier (as the case
may be).

(C) Upon such notification, the Owner shall enforce its rights pursuant to the Module
Warranties with respect to such Defective Module, and the Contractor will, subject to Article
7 (Changes) (aa) if already installed, disconnect and extract any such Defective Module
from the Facility, (bb) inspect any repaired or replacement Module that is provided by
Module Supplier; and (cc) install and incorporate any repaired or replacement Modules
into the Work. Upon completion of any Work relating to the Modules, Contractor shall
update the active inventory list to reflect the serial numbers and all other information
required with respect to any new Modules installed as part of such Work. Contractor shall
not engage in any activity or use Modules in any way that will void or otherwise negatively
affect the Module Warranty.

(D) Notwithstanding anything to the contrary herein (except for in case of shortfall against the
Guaranteed PR wherein actual performance ratio is not meeting the Guaranteed PR due
to a claimed Module Defect; where provisions of Section 8.7 shall apply), the Owner shall
be entitled, in the Owner’s sole discretion upon written notice to the Contractor (such notice
to be served no later than fourteen (14) days from receiving the aforementioned notice
from the Contractor) to require that any alleged defect in the Defective Modules be
reviewed by TÜV Rheinland, TÜV SUD, VDE ISE, PI China or other neutral third party
testing laboratory selected by the Owner (“Independent Testing Lab”). The power
measurement tolerance of any testing equipment utilized by any Independent Testing Lab
in performing tests required by this Section 2.7(c)(v) shall be disclosed in writing to both
Parties prior to performance of any such tests and shall be reflected in any final test results
provided by the Independent Testing Lab.

(E) The determination by an Independent Testing Lab as to the existence of Module Defect
shall be final and conclusive with respect to the matters covered by such determination.
The Owner shall be responsible for all costs incurred by it in connection with the shipment
Page | 27
 of the allegedly Defective Modules and any Independent Testing Lab’s services provided
pursuant to this Section 2.7(c)(v), including shipping, testing services, storage (if not at the
Site), insurance and any Module destruction incidental thereto; provided, however, the
Contractor shall promptly upon receipt of notice indemnify the Owner for all such in
accordance with Article 10 (Indemnity) in the event the Independent Testing Lab confirms
that there is no Module Defect or the Contractor is otherwise unable to establish a Module
Defect.

(d) Engineering and Design.

(i) Contractor shall at its own expense design and provide engineering services with respect to the
Facility in accordance with this Section 2.7(d). All design and engineering services arising from or
relating to the requirements of the Works to achieve Provisional Acceptance and Final Acceptance
shall be the sole responsibility of Contractor; provided that any Work Product resulting from such
design and engineering services shall be reviewed, approved, and stamped by a Single Point of
Contact to be appointed by the Owner duly authorized under the Applicable Law in such regard. With
respect to the Contractor’s design and engineering obligations under this Agreement, the Contractor
acknowledges that:

(A) The Owner makes no representation or warranty regarding the accuracy, sufficiency or
completeness of the Owner Supplied Information or instructions from any Electrical Utility for
the purposes of (I) Contractor’s obligations hereunder; and (II) achieving Mechanical
Completion, Substantial Completion, Commissioning Completion, Provisional Acceptance
and Final Acceptance;

(B) Except for the Land Use Requirements, Module-related information set out in Exhibit S
(Modules) and Project Documents, Contractor will make its independent professional
determination to rely on the Owner Supplied Information and /or any design or engineering
recommendations or advice provided by Owner whether before, on or after the Effective Date
(including any AutoCAD files provided by Owner) for purposes of Contractor’s design and
engineering obligations under this Agreement, or has conducted or will conduct such
additional investigation, in accordance with Applicable Laws and Prudent Industry Standards,
as is necessary or advisable to perform its design and engineering obligations under this
Agreement;

(C) The Contract Price includes sufficient amounts for Contractor to undertake any investigation
with respect to the Site and/or engineering and design requirements that Contractor deems
necessary in its independent professional judgment, including Contractor’s procurement of
its own (I) geotechnical investigation and report, (II) hydrology study and report, and (III) Site
survey including to boundary, topography and utilities;

(D) the Contract Price is adequate compensation to procure BOS Equipment, achieve
Mechanical Completion, Substantial Completion, Commissioning Completion, Provisional
Acceptance, and Final Acceptance, and perform all Contractor’s obligations hereunder, and
the Project Schedule provides adequate time to achieve Provisional Acceptance and Final
Acceptance, and Contractor shall not be entitled to an Approved Change Order arising out
of or relating to any use of any items or recommendations or advice in terms of this
Section 2.7(d)(i).

(ii) Subject to Section 2.7(d)(i), Contractor shall provide all design and engineering drawings to Owner
for its review in accordance with the Project Schedule. Owner shall have the right but not the
obligation to review all design and engineering drawings and may provide feedback to Contractor
regarding changes to the design and engineering of the Facility as Owner reasonably believes are
necessary; provided that to the extent Owner reviews such documentation, Owner shall be entitled
to such period of time as set forth in Section 3.2 in order to complete such review and provide
feedback; provided, further, however, that any review, any errors in review, omissions or failure to
review, delay in review or requested changes by Owner in connection with the design and engineering
drawings prepared by Contractor under this Agreement shall not impose any liability on the Owner

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 or relieve Contractor of any of its responsibilities under this Agreement, including for the design,
engineering and performance of the Facility as provided in this Agreement. The Works shall be
designed and engineered to ensure that no exclusions or limitations to any manufacturer’s warranty
shall apply.

(e) Construction and Installation. Contractor shall provide, install, complete and pay for all labor, BOS
Equipment, tools, supplies, construction equipment and machinery, utilities and consumables, transportation
and other facilities and services (including any temporary materials, equipment, supplies and facilities)
necessary to achieve Provisional Acceptance and Final Acceptance. All construction and installation
performed by Contractor under this Agreement shall be in accordance with the Standard of Performance.
The Works shall be constructed and installed to ensure that no exclusions or limitations to any manufacturer’s
warranty (including any exclusion to the Module Warranty) shall apply. All construction services arising from
or relating to the requirements to achieve Provisional Acceptance and Final Acceptance shall be the sole
responsibility of Contractor. The Contractor will coordinate with Transmission Contractor for charging and
energization of the Transmission Line as per the requirements under the Project Documents and Applicable
Law, and the CEIG approval will be enabled by the Owner.

(f) Quality Control. Contractor’s quality system to be used in connection with the performance of the Works
and supply of the BOS Equipment shall meet the requirements set out in this Agreement . Contractor shall
provide details of the proposed quality control, quality assurance and reliability assurance programmes that
will be used for the performance of the Works and the supply of the BOS Equipment not later than 45 (forty
five) days after issuance of NTP, and in any case at least thirty (30) days before performing the Works. Such
proposed quality control, quality assurance and reliability assurance programmes shall be required to be
approved by the Owner.

(g) Subcontractors’ Payments: The Owner may elect to make payment to any Subcontractor wholly or in part,
and in the exercise of its sole discretion, (i) if the Owner has a reasonable reason to doubt from the financial
strength of the Contractor or (ii) upon the Contractor failing to make payment of any sums due to any
Subcontractor and in the event there is:

(i) any disturbance or disruption (including any likelihood of having any disturbance or disruption)
affecting the progress of the Works and/ or which may affect the progress of the Works; or

(ii) any direct claim is raised by a Subcontractor against the Owner including for payment of any sums
due for payment by the Contractor.

Provided however that before making any such payment directly to a Subcontractor, (i) the Owner shall
provide a cure period of seven (7) days’ to the Contractor for making payment of any sums due and
outstanding with the Subcontractor(s) and for removing any disturbance or disruption to the Works; (ii) the
Owner shall not make the payment where the Contractor establishes to the Owner’s reasonable satisfaction
that no payments are due or outstanding in relation to the concerned Subcontractor(s). In any such
eventuality, the Contractor shall ensure that a certificate of non-dispute is obtained from any such concerned
Subcontractor(s) at the end of every quarter during the entire contract and at the time of Provisional
Acceptance. Any amount paid directly to a Subcontractor will be deducted from any sums due and payable
by the Owner to the Contractor.

(h) Direct Payments Subcontractors. Notwithstanding the provisions in Section 2.7(g) above, the Contractor
may request, and the Owner may elect in the exercise of its sole and absolute discretion, to effect direct
payments by the Owner to such Subcontractors as may be identified in writing by the Parties from time to
time (each Subcontractor so identified, a “Direct Payment Subcontractor”). Upon the Contractor’s
instruction for the Owner to pay a Direct Payment Subcontractor directly, the following shall apply:

(i) If the relevant Direct Payment Subcontractor has been engaged to perform Works on Site or supply
the BOS Equipment, Contractor, Owner and the relevant Direct Payment Subcontractor shall enter
into a direct payment arrangement;

(ii) The payments to be made by the Owner to any Direct Payment Subcontractor must be included in
an invoice for payment;

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 (iii) The provisions of Sections 5.4 and 5.5 of this Agreement shall apply mutatis mutandis to any invoices
issued by and payments to, a Direct Payment Subcontractor as if they were issued by the Contractor
itself;

(iv) The amount of any payments made by Owner directly to any Direct Payment Subcontractor shall be
credited against the Contract Price;

(v) Notwithstanding any direct purchase and/or payment by the Owner to a Direct Payment
Subcontractor, the Contractor shall retain all other responsibilities set forth in this Agreement with
respect to such Direct Payment Subcontractor and the portions of the Works performed by it; and

(vi) The direct payment arrangements under this Section shall be without prejudice to Owner’s rights
under Section 2.8.

(i) Utilities. Contractor shall at its own expense provide all utilities at the Site (including water, electricity,
sanitation, telecommunications, waste disposal services, auxiliary supply, consumables required for
performance of Works and power for Owner at its on-Site trailers/offfice and temporary power as may be
required by the Owner at Site), as required to achieve Provisional Acceptance or for delivering the BOS
Equipment. Following Provisional Acceptance of the Facility, all electric power shall be provided at Owner’s
cost. Owner shall, if required by Applicable Law, provide the necessary authorizations and proxies to
Contractor to this effect.

(j) Testing. Contractor shall at its own expense conduct the Contractor Tests, as described in Exhibit G
(Functional Test Requirements) and Exhibit H (Performance Test Protocol), and any tests required by the
Electrical Utility; provided, however, Owner and/or Facility Lender shall be responsible for any fees for
independent technical or engineering consultant review initiated by Owner or Electrical Utility. Any tests
performed under this Agreement by Contractor shall be conducted in accordance with any relevant
Manufacturer’s Instructions, unless otherwise agreed by Owner in advance in writing, and subject to Prudent
Industry Standards and Applicable Law. It is agreed that such testing schedules must be back to back with
the relevant Project Documents and the Owner Requirements. The aforementioned Contractor Tests will
determine whether the Facility and the Works meet or exceed all relevant requirements set out in the Project
Documents. These Contractor Tests should be able to demonstrate the performance of the Facility and Works
in accordance with the Owner Requirements in all aspects including compliance with the Environmental Laws
and Facility’s reliability as per the Owner’s requirements.

(k) O&M Manuals and Facility Training. Contractor shall provide Owner with all O&M Manuals and shall
provide Owner’s personnel with training in the use and operation of the Works before Substantial Completion.

(l) Not Used.

(m) Project Manager. The Owner may, or require the Contractor to appoint a Project Manager with relevant
experience for supervision of the performance of the Works within fifteen (15) days of the Effective Date (the
“Project Manager”). The Project Manager shall be responsible for the day-to-day supervision of Works on
the Site, shall serve as a primary point of contact between Contractor and Owner, and shall be available to
meet with Owner as reasonably requested by Owner to discuss any issue related to the Works. Unless the
Project Manager’s employment has been terminated by the Contractor, the Contractor shall not replace the
Project Manager without the Owner’s prior written consent, provided that such consent shall not be
unreasonably withheld. The Project Manager shall have the authority to act on behalf of the Contractor in
connection with this Agreement, provided however that the Project Manager is not empowered to agree to
any amendments to this Agreement. If the Owner reasonably believes that the Project Manager is not
performing with the necessary ability, skill, experience, and capacity to execute the Works in a timely and
professional manner as required by this Agreement, the Owner may require the replacement of the Project
Manager with another Project Manager acceptable to it. Contractor shall not be entitled to any increase in the
Contract Price or extension of the Project Schedule arising from or relating to the removal of the Project
Manager pursuant to this Section 2.7(m).

The Project Manager may inter alia be required to discharge the following responsibilities at the direction and
discretion of the Contractor:

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 (i) Review design of As-Built Drawings, diagrams, specifications, system descriptions, various lists and
all other technical information required to be submitted by the Contractor as specified in this
Agreement. Reviews are intended to verify conformance with the requirements of this Agreement,
design adequacy, compliance with applicable codes and standards, constructability, completeness
and good engineering practice;

(ii) Monitor Project Schedule and request corrective actions;

(iii) Review of manpower planning to achieve the milestone defined/agreed for various activities;

(iv) Conduct progress and design review meetings with the Contractor – as required by the Owner;

(v) Review milestones completion and approve associated invoices;

(vi) Participate in workshop inspections and factory acceptance tests of the BOS Equipment;

(vii) Supervise site activities, control the implementation of quality procedures and inspect the quality
documentation, including on a daily basis;

(viii) Review commissioning and test procedures, witness and approve the same;

(ix) Notify the Owner for instances of delays by the Contractor in providing deliverables beyond agreed
timeframe (reports, engineering documents, schedule updates, insurance policies and any other
documents), which shall entail a penalty levied on the Contractor at INR 2,000 per day of delay
beyond a period of initial delay of five (5) Business Days with an overall penalty cap of INR 50,000.

(x) Prepare punch-list in accordance with this Agreement.

(n) Key Personnel. Contractor acknowledges that Owner has selected Contractor to perform the Works on the
basis of the individuals Contractor intends to assign to perform the Works and deliver the BOS Equipment.
Contractor has designated the individuals identified in Exhibit U (Contractor’s Key Personnel) as Key
Personnel to fulfill the role identified therein for so long as such role is required for performance of the Works
and delivery of the BOS Equipment, and represents that the Key Personnel are qualified and capable of
fulfilling the responsibilities of their respective positions and the requirements of this Agreement. The Key
Personnel and the role performed by each of them shall not be replaced or altered without prior written
consent of Owner, such consent not to be unreasonably withheld or delayed. Subsequent appointment of
individuals as Key Personnel shall be subject to the written consent of the Owner. Contractor may assign the
Key Personnel to other projects, assignments, or tasks, whether for Owner or for Third Parties, provided,
however, that (i) the performance by the Key Personnel of such other projects, assignments or tasks does
not restrict or compromise the performance of their respective role identified in Exhibit U (Contractor’s Key
Personnel); (ii) Contractor notifies Owner in writing of such assignment at least fifteen (15) days prior to the
date the Key Personnel is expected to be so assigned; and (iii) prior to such assignment, the Key Personnel
agrees in writing to comply with Contractor’s confidentiality obligations agreed herein.

(o) Competent Workers. Contractor shall ensure all of Contractor’s Personnel, including any Subcontractor:

(i) are qualified by training, licenses or certifications, as may be required under Applicable Laws, and
experienced to perform the Works and deliver the BOS Equipment;

(ii) are familiar with Applicable Laws concerning worker safety;

(iii) understand their roles and have the necessary skills and training to perform their obligations under
this Agreement, including those obligations relating to safety, the environment, quality assurance,
labor requirements, and Site rules and procedures; and

(iv) have knowledge of any potential or actual danger to health or safety in the workplace and Contractor’s
plans and programs in place to address such danger.

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(p) Personnel Removal. Contractor shall promptly remove from the Site and replace any of Contractor’s
Personnel who do not meet the requirements set forth in Section 2.7(o)(i) through (iv) above, and Contractor
shall not be entitled to any increase in the Contract Price or extension of the Project Schedule arising from or
relating to the removal of Contractor’s Personnel pursuant to this Section 2.7(p).

(q) Contractor Fully Responsible for Contractor’s Personnel. Contractor shall be solely responsible for the
acts or omissions of Contractor’s and its Subcontractors Personnel. Throughout performance of the Works,
Contractor shall be solely responsible for ensuring that all Contractor’s and Subcontractor’s Personnel shall
comply with Applicable Laws. Except where Owner’s Representative requests in writing a specified form of
communication, Contractor shall ensure that all Subcontractors communicate with Owner solely through
Contractor. Respecting each act or omission which Contractor is prohibited from making under this
Agreement, Contractor shall ensure that Contractor’s Personnel make no such act or omission. It is clarified
that acts of Owner’s personnel shall solely be the responsibility of the Owner. Notwithstanding the foregoing,
Contractor shall, with respect to its employees and its Subcontractors’ employees:

(i) Be solely responsible for the supervision, technical and administrative guidance and labor required
for the performance of the Works and the delivery of the BOS Equipment;

(ii) Comply with Applicable Laws to the full extent applicable, including by refraining from using, in all
activities related to the performance of this Agreement, forced labor and work of minors, and cause
the above-mentioned requirement to be observed by each Subcontractor;

(iii) Whenever required by Owner, Contractor undertakes to issue a written statement representing that
it has complied or is complying with the requirement contained in item (ii) above;

(iv) Comply, in a timely manner, with all labor regulations related to its obligations, submitting, the
documentation evidencing such compliance with regard to its employees and Subcontractors, as
applicable;

(v) Pay and bear all charges and expenses deriving from lodging, boarding, transportation, medical
assistance and emergency medical assistance to its employees;

(vi) Take all measures required to prevent unlawful, misleading or otherwise inappropriate behavior of
Contractor’s Personnel, in order to keep order and discipline at the Site, and establish Site
regulations, subject to Owner’s approval, setting out rules to be observed by personnel of each Party
in the performance of the Works, including all applicable restrictions and limitations to the use of the
Site or nearby areas as may be agreed by Owner;

(vii) Defend, indemnify and hold Owner free and harmless from and against any claims, losses and/or
Liabilities (including the cost and expenses related to any administrative, judicial and/or arbitration
procedures before any court or in any level of jurisdiction that may be filed against the Owner and
related attorney’s fees) suffered or incurred by the Owner resulting from (A) claims by Contractor’s
or Subcontractor’s employees (including as a result of termination of the employment of any such
employees), (B) acts or omissions of Contractor’s Personnel, including any and all damages and
losses caused to any Third Party provided the Owner has intimated the Contractor within seven (7)
days from the date of claim has been brought to the Owner; (C) claims by Contractor’s or
Subcontractor’s employees or any Third Party (including Governmental Authorities) that labor
practices in violation of the Applicable Laws have been undertaken by the Contractor and/or its
Subcontractors; and

(viii) Whenever reasonably required by Owner and with adequate justification, request to replace, in a
timely manner, any Contractor’s Personnel or cause its Subcontractors to replace any of their
respective employees.

(r) Permits.

(i) The Contractor will apply for and obtain the Contractor Permits, and the Owner will apply for and
obtain the Owner Permits, at their respective cost provided that the Owner shall make payment of

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 any statutory fees in relation to any (A) Owner Permits being obtained via the Contractor; and/ or (B)
Contractor Permits to be obtained in the name of the Owner. Upon reasonable advance written
notice to Contractor, the Owner shall be entitled to pay any fees, expenses or costs (other than the
statutory fees referred above) related to any Contractor Permits necessary in order to perform the
Works and maintain the Project Schedule and to offset such amounts from any subsequent payment
due to Contractor pursuant to this Agreement.

(ii) The Contractor will maintain and perform all requirements of the Permits, and indemnify the Owner
in respect of the conduct of any Works in the absence of a valid and subsisting Permit or for any
Works carried out in breach of the terms of any Permit owing to an act or omission of the Contractor
in accordance with Article 10 (Indemnity).

(iii) Contractor shall make reasonable efforts to ensure that any Contractor Permits obtained by
Contractor for Owner are freely transferrable to Owner’s successors and assigns or any subsequent
owner of the Facility, where permitted, and where not freely transferrable, obtain such Contractor
Permits in the name of the Owner. Upon reasonable advance written notice to the Contractor, the
Owner shall be entitled to pay any fees, expenses or costs related to any Contractor Permits
necessary in order to perform the Works and maintain the Project Schedule and to offset such
amounts from any subsequent payment due to Contractor pursuant to this Agreement.

(s) Security and Care of the Works.

(i) Contractor shall have full care, custody and control of the Works and all materials, BOS Equipment
and the Modules (in accordance with Section 2.7(c)), prior to Substantial Completion of the Facility.
Contractor shall have sole responsibility for security at the Site and in any off-Site location where
materials, BOS Equipment and Modules are stored. Upon Substantial Completion, the Contractor will
be responsible for completion of the pending Works and removal of the Contractor’s Equipment from
the Site. Without limiting the foregoing, the Contractor shall be responsible for:

(A) items entrusted to the Contractor by the Owner for the purpose of carrying out the Works;

(B) items brought onto the Site by the Contractor or its Subcontractors for that purpose; and

(C) items in the course of transportation to, or delivery at, the Site, and the Contractor’s
Equipment; and

(D) provision of storage and protection necessary to preserve those items and protect them
from damage.

(ii) If damage occurs to any part of the Works the period for which the Contractor is responsible for the
care of that part of the Works pursuant to (i) above, the Contractor must, at the Contractor's cost,
promptly rectify such loss or damage so that that part of the Works conforms in every respect with
the provisions of this Agreement.

(t) Other Activities. Contractor shall:

(i) comply with Land Use Requirements as per Exhibit T (Land Use Requirements);

(ii) not, without the express written consent of Owner, take any action that is permitted to be taken by
Owner, or exercise any right or remedy of Owner, under the Land Use Requirements and the Project
Documents or otherwise, except as expressly provided in this Agreement; and

(iii) cooperate with Owner to permit Owner or its representatives, consultants or agents to perform any
environmental site assessments, deploy measures in accordance with such assessments and/ or
activities and/or as required by Applicable Laws. However, any delay, cost and risk arising due to
such activities of which shall be to Owner’s account.

2.8 Subcontractors.
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(a) Employment of Subcontractors. Contractor may employ properly licensed Subcontractors approved by
the Owner as required under this Agreement for the performance of portions of the Works and delivery of the
BOS Equipment as per the approved make list, but Contractor, shall be fully responsible and liable for all
Works performed and BOS Equipment delivered by it, and all acts, errors or omissions of, each Subcontractor
and parties under the respective control of all Subcontractors arising out of the performance of the Works or
delivery of BOS Equipment or activities related thereto. The technical specification of the BOS Equipment’s
will be as per approved make list and TER as per the Exhibit B of this Agreement. The Contractor shall
procure all other equipment proposed to be utilized in the Works in accordance with the quality assurance
plan to be agreed between the Contractor and the Owner. The Owner shall have the right, at its discretion, to
inspect such equipment, its specifications and the underlying documents. If upon such inspection, any such
equipment does not comply with the quality assurance plan or the above requirements, the Owner shall be
entitled to reject it and the Contractor will be required to replace the rejected equipment with the compatible
equipment at its own costs. Respecting each action which Contractor is not permitted to take under this
Agreement; Contractor shall ensure that no worker of Contractor, no Subcontractor and no worker of any
Subcontractor takes any such action that is not permitted. Owner shall not be deemed by virtue of this
Agreement or otherwise to have any contractual relationship or relationship with any Subcontractor absent
an express written contract executed directly between Owner and such Subcontractor. No Subcontractor is
intended to be or shall be deemed a Third Party beneficiary of this Agreement. Save as set out in Section
2.7(e) above, Contractor shall be responsible for paying each Subcontractor for services, equipment, material
or supplies in connection with the Works and the Facility.

(b) Approval of Subcontractors. All Major Subcontractors and Subcontractors considered for the performance
of Works at the Site shall be approved by Owner in writing prior to the relevant Subcontractor beginning any
Work provided that no such approval shall be required in respect of Subcontractors identified in Exhibit F
(Approved Major Subcontractors), which are deemed approved by Owner. Owner shall evaluate any Major
Subcontractor or Subcontractor considered by the Contractor for the performance of Work at the Site not then
already included in the list of the Exhibit F (Approved Major Subcontractors) in accordance with the
qualification criteria set forth in Exhibit F (Approved Major Subcontractors).

(c) Subcontractor Coordination and Compliance. Contractor shall be solely responsible for providing,
scheduling and coordinating the Subcontractors and Contractor’s Personnel. Contractor shall also be solely
responsible for ensuring that, throughout performance of the Works, all Subcontractors and Contractor’s
Personnel comply with applicable Environmental Laws and other Applicable Laws relating to worker health
and safety.

(d) Owner’s Instructions. Contractor shall comply and cause its Subcontractors to comply with all directions
and instructions given by Owner’s Representative.

(e) Assignment of Subcontracts Contractor shall include in each agreement with a Subcontractor clauses
whereby the relevant Subcontract may be freely assigned by Contractor to Owner and Facility Lender (and
their respective designees) without the consent of the relevant Subcontractor (but which shall bind the
Subcontractor), provided that such manner of assignment shall not render the Owner liable for any sums
payable by the Contractor to the concerned Subcontractor.

(f) Direct Agreement with Contractor and Major Subcontractors.

(i) Contractor shall ensure that, if requested by the Owner, the Contractor and any Major Subcontractor
shall agree, where applicable, to enter into a direct agreement with a Facility Lender (“Direct
Agreement”), in a form similar to the form attached in Exhibit V (Direct Agreement) and which
includes terms customary within the renewable energy industry in India and as reasonably requested
by the Facility Lender and negotiated and mutually agreed in good faith by the parties. The Owner
and the Facility Lenders pursuant to the terms of the Direct Agreement and their respective designees
shall be entitled to give notice directly to the Contractor/ Major Subcontractor requiring the Major
Subcontractor to enter into a collateral warranty agreement, in respect of such Major Subcontractor’s
Work directly with the Owner (and the Facility Lender pursuant to the terms of the Direct Agreement)
on terms and conditions no worse than those provided to the Contractor under the Subcontract;

(ii) Owner and Facility Lender pursuant to the terms of the Direct Agreement and their respective

Page | 34
 designees shall be entitled to exercise upon termination of this Agreement under Section 12.5(a) and
(c) or take over of the Works under Section 12.5(b), in the place of Contractor, any and all rights and
remedies of Contractor under each Subcontract, subject to the terms of such Subcontract.

(iii) Owner (and Facility Lender pursuant to the terms of the Direct Agreement) shall have the right, but
not the obligation, with prior written notification to the Contractor, to pay directly all sums due from
Contractor under each Subcontract and to perform any other act, duty or obligation required of
Contractor under each Subcontract or cause to be cured any default of Contractor under each
Subcontract in the time and manner provided by the terms of that Subcontract and as permitted under
this Agreement.

(iv) Any exercise of remedies by Owner pursuant to Section 12.5 and/or foreclosure by Facility Lender of
Facility Lender’s Security Interest shall not constitute an event of default under any Major
Subcontract, nor require the relevant Major Subcontractor’s consent;

(v) Upon any rejection or other termination of any Subcontract pursuant to any process undertaken with
respect to Contractor under any Applicable Laws related to bankruptcy, at the request of Owner (or
Facility Lender pursuant to the terms of the Direct Agreement) made within ninety (90) days following
such termination or rejection, Contractor shall cause the Major Subcontractor under that Subcontract
to enter into a new agreement with the Owner or Facility Lender, as applicable, or their respective
designees, having substantially the same terms and conditions as that Subcontract subject to
confirmation by the Owner on such terms and conditions;

(vi) Contractor shall ensure that the Major Subcontractor under a Subcontract shall not exercise any right
to terminate or suspend that Subcontract as a result of a Contractor default unless (A) it shall have
given Owner (and Facility Lender pursuant to the terms of the Direct Agreement) prior written notice
of its intent to terminate or suspend the Subcontract, specifying the Contractor default giving rise to
such right, and (B) Owner or Facility Lender, as applicable, shall not have caused to be cured such
Contractor default within thirty (30) days after such notice; provided that if such Contractor default
cannot be cured by Owner or Facility Lender, as applicable, within such period and Owner or Facility
Lender, as applicable, commences and continuously pursues cure of such Contractor default within
such period, such period for cure shall be extended for a reasonable period of time under the
circumstances, such period not to exceed an additional one hundred twenty (120) days; and provided
also that Contractor and the Major Subcontractor’s respective obligations shall otherwise remain in
effect during any such cure period, and such obligations and procedure may be set forth in the Direct
Agreement;

(vii) If Owner (or Facility Lender pursuant to the terms of the Direct Agreement) shall, within the time
periods described in Section 2.8(f)(vi), cure all Contractor defaults under a Major Subcontract that
are capable of cure by a Third Party, then Contractor shall no longer be in default under the Major
Subcontract, and the Major Subcontract shall continue in full force and effect; and

(viii) All subcontracts entered into by the Contractor must reserve the right for the Owner, Electrical Utility,
the Facility Lenders and their respective advisers and its representatives to (A) inspect and observe
any Works or part thereof carried out by the Major Subcontractor, including the manufacture or
fabrication of any equipment or supplies at a place other than at the Site (with prior notice to the Major
Subcontractor or supplier; and (B) receive copies of any subcontracts excluding the pricing
conditions.

(g) Copies of Major Subcontracts. Contractor shall provide copies of any Major Subcontract to Owner no later
than five (5) Business Days’ following Owner’s written request for same, which copies may be redacted to
remove confidential proprietary information, such as the cost for services, supplies or goods to be provided
under the Major Subcontract, but shall include information sufficient for Owner to verify that Contractor has
included those provisions set forth in Section 2.8(e) above.

(h) For the avoidance of doubt, Owner's exercise of its rights under this Section 2.8 shall be without prejudice or
limitation to Owner's other rights and remedies under this Agreement and shall not in any way relieve
Contractor of, and shall be in addition to, any of Contractor's other obligations set forth in this Agreement.

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2.9 Pass Through

(a) Notwithstanding anything contained herein this Agreement, the Contractor acknowledges the “pass-through”
principle in respect of all benefits and obligations imposed on the Owner under the Project Documents in
relation to the Contractors obligations in relation to the performance and execution of the Works as stated
hereinunder (“Pass Through Principle”):

(b) Except where claims result from a failure of the Owner to comply with any of its obligations under the
Agreement (and such failure was not as a result of the action or inaction of the Contractor), the following
principles shall apply:

(i) where and to the extent that circumstances or events give rise to a claim for any form of contractual
relief or compensation by the Contractor under the Agreement that arise from the same
circumstances or events which give rise to a claim for any form of contractual relief or compensation
by the Owner under the Project Documents, the Contractor shall only be entitled to such contractual
relief or compensation that is the same as the contractual relief or compensation which the Owner
receives under the Project Documents, as applicable;

(ii) notwithstanding anything to the contrary under this clause, wherever a provision of the Project
Documents requires the Owner to indemnify or compensate any entity or person in respect of Owner
defaults under the Project Documents which is as a result of the Contractor’s default under this
Agreement, then, the Contractor shall indemnify or compensate the Owner in the manner provided
under this Agreement so as to assume the same liability and obligations of the Owner under the
Project Documents.

(c) The Contractor shall set up and operationalize the SCADA system, real time telemetry data and
communication system to SLDC/ NLDC/ RLDC, as applicable.

2.10 Contractor shall perform the power quality test as per CEA norms. Any corrective action required as outcome
of it to be done by Owner. However, the Contractor shall ensure that all the BOS Equipment supplied by
Contractor are in compliance to applicable regulation, and as mentioned in the Technical Specifications.

2.11 Continuity of manufacturer:

Contractor shall, except where expressly agreed otherwise by Owner, ensure that the BOS Equipment to be provided
are of the latest versions/ make version and that the manufacture, supply and availability of support services in respect
of the aforementioned BOS Equipment, is continued at least for a period of ten (10) years or the economical design life
of the aforementioned BOS Equipment, whichever is later, from the date of the Final Acceptance Date. The date. Owner
shall have the right to purchase spare parts for aforementioned BOS Equipment directly from the Contractor’s suppliers
(or original equipment manufacturer) at competitive market prices.

2.12 Software License:

Contractor hereby grants to Owner, upon delivery of software as per scope, a perpetual, irrevocable, non-exclusive,
transferable, unlimited, royalty-free license, to use such software in connection with the use, operation and maintenance
of the Facility. The software licenses and rights granted under this Section shall survive the termination of all or any
portion of the Agreement, regardless of the cause of termination.

2.13 Expediting:

Notwithstanding any other rights that the Owner may have under Agreement or at law for any delay in the delivery of any
BOS Equipment, the Owner may, at its sole discretion, appoint an expediting agency or an expeditor at the Contractor’s
and/ or Subcontractor’s facilities to monitor the progress of the manufacturing schedule of the BOS Equipment. For this
purpose, the Contractor shall provide and ensure that the Subcontractor shall provide access to its facilities,
documentation and all necessary support and cooperation as may be requested by the Owner and/or the expeditor
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 appointed by it.

Article 3. OWNER RESPONSIBILITIES

3.1 Access to Site. Owner shall provide the Contractor with Site Access as provided under Section 2.3(d).

3.2 Documentation Approval.

(a) The Parties agree that the following procedure will be adopted in respect of the review and approval of any
technical and other documentation (including designs and drawings) where no other specific procedure is
prescribed under this Agreement. Upon receipt of any documentation, including any design documents by
Contractor as under Section 2.7(d), the Owner shall within fifteen (15) Business Days from such date of
receipt (i) provide its approval; or (ii) provide any comments/modifications as required in such documentation.

(b) The Contractor shall carry out any revisions suggested by the Owner pursuant to (a)(ii) above to the
reasonable satisfaction of the Owner. Upon resubmission of the relevant documents by the Contractor, the
Owner shall approve the documents within ten (10) Business Days of the receipt of such resubmission or
alternatively if the Owner has further observations on the documents, the iterative process under Section
3.2(a) and this Section 3.2(b) shall be repeated until approval of the documents by the Owner.

(c) In case the Owner does not provide its approval or comments for modification within the afore-said periods
under (a) and (b), the Contractor may issue a notice stipulating not less than five (5) Business Day to respond,
within which the Owner would have to reject or confirm the documentation. In case of failure of the Owner to
respond even after expiry of the said five (5) Business Days’ notice period, the said matter may be referred
by the Contractor to the Owner’s Representative who shall use its best efforts to resolve the matter and have
the respective documentation accepted or rejected to the Contractor at the earliest.

(d) However, any approval, review, any errors in review, omissions or failure to review, delay in review or
requested changes by Owner in connection with the above shall not impose any liability on the Owner or
relieve the Contractor of any of its responsibilities under this Agreement, including for the design, engineering
and performance of the Facility as provided in this Agreement. In any such case, the Contractor shall remain
responsible & liable to meet the design, engineering, and performance obligations of the Facility.

3.3 Owner’s Representative. Owner has designated an individual to represent Owner and to receive communications
from Contractor (“Owner’s Representative”), who will have full authority to act for Owner in respect of this Agreement
and act as a Single Point of Contact with Contractor in all matters on behalf of Owner. The Owner’s Representative’s
instructions, approvals, requests, and decisions shall be binding upon Owner as to all matters pertaining to this
Agreement and the performance of Owner hereunder; provided that Owner’s Representative shall under no
circumstances have the authority to amend, waive rights under, terminate or assign, or consent to the termination or
assignment of, this Agreement. For the avoidance of doubt, unless otherwise provided in writing by Owner, the
Owner’s Representative shall have authority to issue Approved Change Orders on behalf of Owner. All
communication / notices under this Agreement are to be issued to the Owner’s Representative except to the Works /
activities which have impact on the Contract Price and/ or Project Schedule including but not limited Change,
Termination, Dispute Resolution, which shall be addressed to the Owner.

3.4 Owner Permits. Owner shall apply for and obtain all those permits as expressly set forth in Section B of Exhibit D
(Permits).

3.5 Scope and Scheduling of Owner Obligations. Owner shall not be obligated to perform any actions in connection
with the Works and delivery of BOS Equipment other than those obligations expressly identified in this Agreement.
For any actions which Owner has agreed to perform under this Agreement in connection with the Works, including
any Owner Permits, Contractor acknowledges and agrees that Owner shall not be responsible for completing
performance of such actions by any certain date unless such date is expressly noted in this Agreement, and set forth
in the Project Schedule agreed to by Owner. Contractor acknowledges and agrees that Owner’s obligations under
this Agreement are not conditions precedent to Contractor’s performance of any Works and delivery of BOS
Equipment unless expressly noted herein.

3.6 Regulatory Filings. Owner shall provide Contractor with such reasonable assistance as Contractor may request to

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 enable Contractor to complete such registrations, applications and filings with any Governmental Authority as may be
required by Applicable Law and identified by Contractor in writing in order to complete the Works, deliver the BOS
Equipment and achieve Provisional Acceptance and Final Acceptance.

3.7 Payment: Owner shall make timely payments to the Contractor as per the terms of this Agreement.

3.8 Transmission Line: The Owner shall be responsible for making available Transmission Line for inter connection,
safe and proper operation of the Facility and obtain all necessary Permits associated herewith, at least 10 days before
the Guaranteed Commissioning Completion Date. The Contractor shall however be responsible, as part of the scope
for the Works, for energization of the Transmission Line.

3.9 Translation of documents.

(a) The Contractor shall be responsible for performing language translation of the manuals, documents and
information delivered by Owner, whenever translation of such manuals, documents and information is
required by the Owner and/ or necessary for the purposes of compliance with the Applicable Laws, at
Contractor’s own costs and risk.

(b) Contractor shall be responsible for performing language translation or adaptation of the manuals, documents
and information delivered by Contractor, whenever translation or adaptation of such manuals, documents and
information is required by the Owner and/ or necessary for the purposes of compliance with the Applicable
Laws; at Contractor’s own costs and risk.

Article 4. SCHEDULE, COMPLETION, TESTING AND PERFORMANCE

4.1 Project Schedule. The Parties have agreed on a Project Schedule as per Exhibit I (Project Schedule), based on the
obligations and deliverables as detailed herein.

(a) Not Used

(b) Notice to Proceed. The Contractor’s obligation to perform the Works and the Owner’s obligation to make
any payment of the Contract Price shall be conditional upon the Owner issuing to the Contractor a notice
to proceed, which notice shall be issued subject to fulfilment of the below conditions unless waived by the
Owner ( “Notice to Proceed” or the “NTP”):

(i) The Owner has provided Site Access to the Contractor;

(ii) Contractor having provided the Parent Guaranty;

(iii) Contractor having obtained all the Contractor Permits specifically listed under Section A of Exhibit D
(Permits);

(iv) Contractor having issued the Advance Payment Security and the Performance Security;

(v) Contractor having provided the owner with certificates of the insurance policies in terms of Article 11
(Insurance); and

The Contractor shall bear the sole risk and cost of any delay by it in fulfilling the conditions precedent to the issuance
of the NTP.

(c) Advance Payment

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 (i) Owner shall make the Advance Payment as provided under Section 5.3(a).

(ii) Owner shall not be required to make any payments to the Contractor hereunder other than the
Advance Payment as provided in item (i) above until the Contractor shall have provided to the Owner
a Site Safety Plan and which is approved by the Owner as set out in Section 2.4.

(d) Completion Dates.

(i) Contractor shall achieve BOS Installation Completion on or before the Guaranteed BOS Installation
Completion Date, Mechanical Completion on or before the Guaranteed Mechanical Completion Date,
Commissioning Completion on or before the Guaranteed Commissioning Completion Date and
Substantial Completion on or before the Guaranteed Substantial Completion Date. In the event of
failure to meet the Guaranteed BOS Installation Completion Date or the Guaranteed Commissioning
Completion Date or the Guaranteed Substantial Completion Date, the Contractor shall be liable for
Delay Liquidated Damages as provided in Section 4.12. Contractor is responsible for timely
procurement and delivery to the Site of all necessary materials and BOS Equipment and for obtaining
in a timely manner all Contractor Permits to complete construction as planned. Contractor shall not
be excused from any failure to achieve BOS Installation Completion, Mechanical Completion,
Commissioning Completion and Substantial Completion on or before the Guaranteed BOS
Installation Completion Date, Guaranteed Mechanical Completion Date, Guaranteed Commissioning
Completion Date or Guaranteed Substantial Completion Date, respectively, except as the result of
Changes approved by Owner in accordance with Article 7 (Changes) or any extension of the Project
Schedule as provided under this Agreement.

(ii) Any delay in the Notice to Proceed (in terms of the Project Schedule) due to the non-fulfillment of
Owner’s obligations pursuant to Section 4.1 (b), or, subject to the provisions in Section 7.3, extend
the Guaranteed BOS Installation Completion Date, the Guaranteed Mechanical Completion Date, the
Guaranteed Commissioning Completion Date, the Guaranteed Substantial Completion Date for the
same duration of time as of the delay in the Notice to Proceed. The Contractor shall provide the
Owner with an updated version of the Project Schedule reflecting the Guaranteed BOS Installation
Completion Date, the Guaranteed Mechanical Completion Date, the Guaranteed Commissioning
Completion Date, and the Guaranteed Substantial Completion Date within seven (7) days from the
issuance of the Notice to Proceed by the Owner

(e) Completion Assurance. Contractor shall organize, supervise, and execute all Works and deliver the BOS
Equipment hereunder in a manner sufficient to achieve BOS Installation Completion on or before the
Guaranteed BOS Installation Completion Date, Mechanical Completion on or before the Guaranteed
Mechanical Completion Date, Commissioning Completion on or before the Guaranteed Commissioning
Completion Date, and Substantial Completion on or before the Guaranteed Substantial Completion Date and
otherwise as required to satisfy any deadlines set forth herein.

(f) General Obligations. The Contractor shall ensure that the Project Schedule will be aligned with the Project
Documents and this Agreement. The Project Schedule will include and not be limited to design submission
and review, procurement, execution of Works and will clearly identify the milestones to be achieved by the
Contractor including the BOS Installation Completion Date, Mechanical Completion Date, Commissioning
Completion Date and the Substantial Completion Date. The Contractor shall adhere to the Project Schedule
for the performance of the Works and supply of the BOS Equipment and shall identify the lead time for any
critical element before execution of this Agreement. The Project Schedule will take into account the risk of
adverse weather conditions, more specifically monsoon events. Without prejudice to the rights of the Owner,
the Contractor shall immediately notify the Owner as soon as it becomes aware of any circumstances that
may affect the ability of the Contractor to comply with the Project Schedule, with necessary evidence and
within three (3) Business Days, (including, without limitation, achievement of any milestones required under
this Agreement). Further, the Contractor will be required to include a schedule of delivery for the Modules.

(g) Free Issue Item. A schedule of delivery for the Modules, “Free issue Items” supplied by the Owner, shall
form part of the Project Schedule. As part of such supply, the Owner shall provide all third-party test reports
as a part of Module quality and testing process for Modules being supplied to the Project. .

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 In the event that the Owner is late in delivering the “Free Issue Item” as per the Guaranteed Delivery Date of
Module, and the said delay is the sole cause for delay to the Commissioning Completion as reflected in the
critical path under the Project Schedule, then the Contractor shall be entitled to an extension of time on per
day basis for proportionate quantities in a block of 50 MW AC for the affected block. Such extension of time
shall be granted solely to the extent of the actual and verifiable delay in critical path activities solely due to
the delay in delivering the Free Issue Item. It is clarified that in the event that there is a delay in delivery of
the Free Issue Item as per the Guaranteed Delivery Date of Module on account of a Force Majeure event
there will be no double-counting of the extension of time available to the Contractor herein. Further, the
Contractor shall not be entitled to such extension of time to the extent there are one or more mutually
occurring or concurrent delays that are attributable to Contractor or any Subcontractor; provided, however,
that Contractor shall be entitled to an extension of time to the extent the delay due to the event giving rise to
such extension (i.e on account of delay in delivery of Free Issue Item) of time is in excess of mutual or
concurrent delay.

4.2 Contractor Schedule and Reports.

(a) Delivery of the BOS Equipment

The Contractor shall deliver the BOS Equipment on or before the scheduled delivery date as stipulated under
the Project Schedule (“Scheduled Delivery Date”). The progress of the supply of the BOS Equipment shall
be monitored on the basis of the Project Schedule. The Contractor shall provide to the Owner, for approval
within two (2) weeks of the Effective Date but in any case, prior to the issuance of the NTP, the program for
the execution of this Agreement, showing the sequence and timing of activities by which the Contractor
proposes to supply the BOS Equipment. Without prejudice, and in addition to the foregoing, the Contractor
shall prepare and furnish to the Owner updated monthly schedules of the BOS Equipment to be provided on
or before the fifth (5) Business Day of each calendar month.

(b) Project Schedule for Works and Step-in

(i) Contractor shall be responsible for performing the Works in accordance with the Project Schedule
and for monitoring the actual progress of the Works with a weekly updated progress schedule as
provided hereinunder (“Progress Schedule”).

(ii) The Progress Schedule shall be for Owner’s and Contractor’s use in monitoring and evaluating the
progress of the Works. Neither Owner’s review of the Progress Schedule and any updates or
revisions thereto, nor any failure of Owner to review the Progress Schedule or any updates or
revisions thereto, shall impose any Liability on Owner or relieve Contractor of its sole responsibility
for scheduling the design, engineering and performance of the Facility as provided in this Agreement.

(iii) Contractor shall utilize competent scheduling personnel with first-hand knowledge of the Facility and
this Agreement. If at any time Owner reasonably determines that Contractor’s schedule management
or Progress Schedule is insufficient, Owner may require Contractor to engage an appropriately
qualified scheduling professional, at Contractor’s expense, to manage the scheduling of the Works
through the Provisional Acceptance Date.

(iv) Contractor shall provide the monthly and weekly progress reports to the Owner including information
as per the Owner’s requirements and daily progress reports.

(v) The progress made by the Contractor shall be tracked versus the Project Schedule.

(vi) The Owner will be entitled to step-in and perform the Works in place of the Contractor in the manner
provided under Section 12.5 upon failure by the Contractor to demonstrate progress compliance with
a Remedial Action Plan as under Section 4.11(d) resulting in potential delay in completion of a
guaranteed milestone dates under the Project Schedule beyond seven (7) days.

(c) Project Schedule. The Parties have agreed on the Project Schedule as under Exhibit I (Project Schedule).

(d) Weekly Updated Progress Schedule. Contractor shall on a weekly basis submit to Owner a Progress

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 Schedule reflecting Contractor’s actual progress in performing the Works. Contractor shall not make any of
the following modifications to the Progress Schedule without the prior written consent of Owner (not to be
unreasonably withheld or delayed): (i) a deletion of a Work activity or a change to an activity description
(except spelling or other minor corrections); (ii) a modification to the logical relationships between Work
activities that materially changes the previously identified critical path; (iii) any change to an existing calendar
name or work day; (iv) a change to a previously recorded actual start or finish date; or (v) a change to the
classification of a Work activity; and (vi) any change on any activities of the critical path (each, a “Revision”).
Contractor shall prepare and submit to Owner, as part of each Progress Schedule, the following in such detail
as Owner may reasonably request and otherwise satisfactory to Owner:

(i) a complete and unabridged updated Progress Schedule (including all previous updates) in electronic
form (both compact disc and electronic transmission) in Primavera or MS Projects or other
appropriate tool indicated by the Owner accurately representing the as-built condition of all complete
and in-progress Work as of the data-date of the updated Progress Schedule, and each update to the
Progress Schedule shall include a record of the actual start dates and actual finish dates, or
percentage complete and remaining duration, for each Works activity;

(ii) a written narrative report on the status of the Work including (A) the status of major components of
the Works (B) an explanation for any lack of Works on critical path activities planned to be performed
during the previous month, (C) a list of critical activities to be performed during the next calendar
month, (D) the status of procurement of Major BOS Equipment, and (E) any delays or other problems
encountered since the last narrative report was submitted and plans to mitigate them;

(iii) any Revisions incorporated in the Progress Schedule; and

(iv) such other reports relating to the Works as Owner shall reasonably request from time to time.

(e) Weekly Progress Meetings and Look-Ahead Schedule. From and after the Effective Date until Provisional
Acceptance has been achieved, Contractor shall hold weekly progress meetings with the Owner’s
Representative or other representatives of Owner to assess and verify actual progress, to predict future
progress and to review and, if possible, resolve any construction-related issues that Owner or Contractor may
wish to discuss. At such weekly progress meetings, Contractor shall provide the documentation, including a
look ahead schedule, described in Exhibit E (Health Safety Environment and Sustainability). The Owner may
reasonably request to the Contractor for the presence and participation of any Major Subcontractor in such
weekly progress meetings for apprising the Owner of any element of the Works. The Contractor shall consider
the Owner’s request reasonably and equitably and, wherever feasible, facilitate the presence of the
concerned Major Subcontractor(s) at the weekly progress meetings.

(f) Commissioning Schedule. Contractor shall provide a detailed day-by-day schedule of all on-Site activities
associated with the Contractor Tests no later than thirty (30) days or such higher period as described in
Exhibit G (Functional Test Requirements) prior to the Guaranteed Mechanical Completion Date. The
schedule described in this Section 4.2(f) shall include, at a minimum, the start and finish dates for all tests
described in Exhibit G (Functional Test Requirements). If requested by Owner following review, Contractor
shall promptly make any reasonable corrections or additions to the commissioning schedule and resubmit it
to Owner within five (5) Business Days following receipt of any such request by Owner.

4.3 Inspection.

(a) The Owner shall have the inspection rights in respect of performance of the Works as provided under Section
5.4 of Exhibit 3 (i) (Owner’s Quality Requirements).

(b) Without prejudice to the Owner’s other inspection rights, Owner, Owner’s Representative, the Independent
Engineer, and any independent technical or engineering consultant and/or representatives appointed by
Owner, the Facility Lenders, the Electrical Utility or any insurers may inspect all Works performed by
Contractor and all BOS Equipment and Modules at Owner’s expense upon reasonable prior notice during
normal business hours, subject to Contractor’s customary safety rules and policies.

(c) Throughout performance of the Work, upon twenty-four (24) hours’ notice from Owner, the Site Safety Officer

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 and such reasonable Contractor’s Personnel as may be required for purposes of inspecting such areas of the
Works expressly identified in the foregoing notice by Owner shall be available at the Site and assist Owner’s
Representative, the Independent Engineer, and any independent technical or engineering consultant and/or
representatives appointed by Owner, the Facility Lenders, the Electrical Utility or any insurers in making the
inspections described in this Section 4.3.

(d) Contractor shall furnish samples as requested and shall provide reasonable assistance and cooperation
necessary to permit tests to be performed on materials or Work by Owner, Owner’s Representative, and any
independent technical or engineering consultant and/or representatives appointed by Owner, the Facility
Lenders, the Electrical Utility or any insurers, including without limitation by giving Owner five (5) Business
Days’ advance notice of the performance of any aspect of the Work that Owner has informed Contractor that
Owner requires to observe or inspect.

(e) If any aspect of the Work is determined by Owner to be Defective or not in conformance with this Agreement
based on an inspection carried out by Owner, Owner’s Representative or any independent technical or
engineering consultant appointed by Owner, the Facility Lenders, the Electrical Utility or any insurers, the
provisions of Article 8 (Warranties and Performance Guarantee) shall apply. Owner’s right of inspection, and
any inspection actually conducted by Owner, Owner’s Representative, and any independent technical or
engineering consultant or representatives appointed by Owner, the Facility Lenders, the Electrical Utility or
any insurers shall not relieve Contractor of its responsibility for the proper performance of the Work or the
proper functioning of the BOS Equipment.

(f) The following process for inspection of the BOS Equipment shall be followed as read with Section 5.4 of
Exhibit 3 (i) (Owner’s Quality Requirements).

(i) Contractor shall issue to Owner, a notice of at least fifteen (15) Business Days prior to the scheduled
dispatch of such BOS Equipment from the manufacturing/ storage facility to afford Owner reasonable
opportunity to carry out the inspection. In the event Owner fails to respond or chooses not to inspect
the BOS Equipment and communicates the same to Contractor within seven (7) Business Days of
notice then Contractor shall submit its inspection report basis which Material Dispatch Clearance
Certificate will be issued.

(ii) Upon satisfactory inspection of the BOS Equipment or as per Section 4.3(f)(i), Owner or the Owner’s
Representative shall issue a certificate (the “Material Dispatch Clearance Certificate”) to the
Contractor which shall not be unreasonably withheld.

(iii) Contractor shall not dispatch any Supplies to Owner without the Material Dispatch Clearance
Certificate, the issuance of which shall not be unreasonably withheld beyond 5 (five) Business Days
from the receipt of the inspection report confirming that all requirements for the issuance of the
Material Dispatch Clearance Certificate are fulfilled.

(iv) In the event, Owner fails to provide the Material Dispatch Clearance Certificate within the period
specified in Section 4.3(f)(iii), (except for supplies which have been rejected by Owner or for which
any repair / rectification has been sought by Owner), the Material Dispatch Clearance Certificate shall
be considered as deemed issued and the Contractor shall be entitled to dispatch such Supplies
without any specific need of obtaining the delayed Material Dispatch Clearance Certificate.

(v) In the event of a Material Dispatch Clearance Certificate have been deemed to be issued under
Section 4.3(f)(iv), then the provisions with respect to requirement of Material Dispatch Clearance
Certificate in relation to claiming payments under this Agreement shall not apply.

(vi) In the event inspection does not happen on due date and the Contractor has failed to communicate
the same prior to date of inspection and associated inspection team has not commenced their journey
due to reason attributable to Contractor, then cost of lodging and boarding and transportation shall
be reimbursed by Contractor. However, in case the inspection gets rescheduled to the next day then
the additional cost with respect to this will be reimbursed.

4.4 BOS Installation Completion

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 (a) BOS Installation Completion of the Facility. “BOS Installation Completion” shall mean and shall be
deemed to have occurred when all the Works for the Facility, except Switch Yard completion and the
installation and interconnection of the Modules, are performed as per the Owner’s requirements and as
provided under this Agreement and that the site acceptance tests corresponding to installed equipment are
executed and dully validated by the Owner or the Owner’s Representative and/or a representative of the
Electrical Utility, as applicable; and when the following are completed:

(i) the BOS Installation Completion Tests found in Section A of Exhibit G (Functional Test Requirements)
have been conducted;

(ii) Owner has received and approved all test reports and submittals of the Facility as required before
BOS Installation Completion in Section A of Exhibit G (Functional Test Requirements) and/or forming
part of Contractor’s quality assurance/quality control plan submitted to Owner in accordance
therewith; and

(iii) Owner has received and approved all submittals of the Facility identified in Section A of Exhibit G
(Functional Test Requirements).

The BOS Installation must be achieved no later than Guaranteed BOS Installation Completion Date, failing
which Section 4.12(a) relating to the BOS Completion Liquidated Damages shall apply.

(b) Notice of BOS Installation Completion. When Contractor determines in good faith and in accordance with
Prudent Industry Standards that it has satisfied the requirements for BOS Installation Completion of the
Facility, Contractor shall deliver a written notice, signed by an authorized representative of Contractor,
certifying such determination to Owner and containing a report with sufficient detail to enable Owner to
determine whether Contractor has satisfied such requirements, including all BOS Installation Completion Test
reports, along with a list of all uncompleted Works, relating to BOS Equipment (the “Notice of BOS
Installation Completion”). The Notice of BOS Installation Completion shall be submitted to Owner pursuant
to the provisions of Section 15.1, the response to which should not be unreasonably withheld or delayed by
the Owner.

(c) BOS Installation Completion Certificate. Following its receipt of the Notice of BOS Installation Completion
from Contractor, Owner may require that the Independent Engineer and/or any representative of the Electrical
Utility inspect the Facility for the purpose of confirming whether certain of the conditions to BOS Installation
Completion have been satisfied. Within ten (10) Business Days after receipt by Owner of the Notice of BOS
Installation Completion, Owner shall either (i) deliver to Contractor a certificate, in a mutually agreed form
(Form of BOS Installation Completion Certificate; as attached in Exhibit O),, confirming that the requirements
for BOS Installation Completion of the Facility have been satisfied and confirming the BOS Installation
Completion Date of the Facility (the “BOS Installation Completion Certificate”); or (ii) advise Contractor in
writing of any reason why the requirements for BOS Installation Completion of the Facility have not been met;
provided, however, Contractor’s sole and exclusive remedy for Owner’s failure to respond to a Notice of BOS
Installation Completion within the time period provided by this Section 4.6(c) shall be as set forth in Section
4.10. It is clarified that the issuance of the BOS Installation Completion Certificate shall not prejudice the
inclusion of any Works-items relating to the BOS Installation Completion as part of the Punch List. If Owner
certifies that such requirements have been met or they are met as contemplated under Section 4.10, then the
date of issuance of the Notice of BOS Installation Completion of the Facility or shall be deemed to be the
BOS Installation Completion Date of the Facility, and such date shall be noted on the BOS Installation
Completion Certificate of the Facility. Upon receipt of any notice from Owner of any outstanding requirements
for BOS Installation Completion of the Facility, Contractor shall promptly complete such requirements, and
the notice procedure set out in Section 4.6(b) and this Section 4.6(c) shall be repeated until the requirements
for BOS Installation Completion of the Facility have been met as certified by Owner.

4.5 S/Y Completion shall mean and shall be deemed to have occurred when the required works for the switchyard are
performed as defined under this Agreement and the site acceptance tests as defined in Section C of Exhibit G
(Functional Test Requirements) and/or forming part of Contractor’s quality assurance/quality control plan submitted
to Owner in accordance herewith, and dully validated by the Owner or the Owner’s Representative. The S/Y
Completion must be achieved as per the agreed Project Schedule.

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4.6 Mechanical Completion.

(a) Mechanical Completion of the Facility. “Mechanical Completion” shall mean and shall be deemed to have
occurred for 300MWac (450 MWp DC] when all the Works (including electrical, mechanical and civil) are
performed and ready to be energized and connected to the Grid as provided under this Agreement for the
entire Facility and that all site acceptance tests and pre-commissioning are executed and dully validated by
the Owner or the Owner’s Representative and/or a representative of the Electrical Utility, as applicable.
Notwithstanding the above, Mechanical Completion shall require the completion of the following:

(i) the Facility has achieved BOS Installation Completion and the requirements therefor continue to be
met;

(ii) The Facility, including any monitoring BOS Equipment and Modules, has been completely installed
in accordance with the requirements of this Agreement, is mechanically and electrically sound, and
is ready for initial start-up, connection to grid, and testing;

(iii) all protective and control features of the Facility are fully installed and the Facility may be started-up
and thereafter operated without damage to the Facility, the Site or any other property and without
injury to any Person;

(iv) the Mechanical Completion Tests found in Section B of Exhibit G (Functional Test Requirements)
have been conducted;

(v) Owner has received and approved all test reports and submittals of the Facility as required before
Mechanical Completion in Section B of Exhibit G (Functional Test Requirements) and/or forming part
of Contractor’s quality assurance/quality control plan submitted to Owner in accordance therewith;
and

(vi) The Mechanical Completion for the entire 300 MW AC/450 MWp DC must be achieved no later than
the Guaranteed Mechanical Completion Date.

(b) Notice of Mechanical Completion. When Contractor determines in good faith and in accordance with
Prudent Industry Standards that it has satisfied the requirements for Mechanical Completion of the Facility,
Contractor shall deliver a written notice, signed by an authorized representative of Contractor, certifying such
determination to Owner and containing a report with sufficient detail to enable Owner to determine whether
Contractor has satisfied such requirements, including all Mechanical Completion Test reports, along with a
list of all uncompleted Works, including any unresolved Warranty claims relating to BOS Equipment (the
“Notice of Mechanical Completion”). The Notice of Mechanical Completion shall be submitted to Owner
pursuant to the provisions of Section 15.1, the response to which should not be unreasonably withheld or
delayed by the Owner.

(c) Mechanical Completion Certificate. Following its receipt of the Notice of Mechanical Completion from
Contractor, Owner may require that the Independent Engineer and/or representative of the Electrical Utility
to inspect the Facility for the purpose of confirming whether certain of the conditions to Mechanical Completion
have been satisfied. Within ten (10) Business Days after receipt by Owner of the Notice of Mechanical
Completion, Owner shall either (i) deliver to Contractor a certificate, in a mutually agreed form, confirming
that the requirements for Mechanical Completion of the Facility have been satisfied and confirming the
Mechanical Completion Date of the Facility (the “Mechanical Completion Certificate” the form of which is
attached in Exhibit Q (Form of Mechanical Completion Certificate); or (ii) advise Contractor in writing of any
reason why the requirements for Mechanical Completion of the Facility have not been met; provided,
however, Contractor’s sole and exclusive remedy for Owner’s failure to respond to a Notice of Mechanical
Completion within the time period provided by this Section 4.6(c) shall be as set forth in Section 4.10. It is
clarified that the issuance of the Mechanical Completion Certificate shall not prejudice the inclusion of any
Works-items relating to the Mechanical Completion as part of the Punch List. If Owner certifies that such
requirements have been met or they are met as contemplated under Section 4.10, then the date of issuance
of the Notice of Mechanical Completion of the Facility shall be deemed to be the Mechanical Completion Date
of the Facility, and such date shall be noted on the Mechanical Completion Certificate of the Facility. Upon
receipt of any notice from Owner of any outstanding requirements for Mechanical Completion of the Facility,

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 Contractor shall promptly complete such requirements, and the notice procedure set out in Section 4.6(b) and
this Section 4.6(c) shall be repeated until the requirements for Mechanical Completion of the Facility have
been met as certified by Owner.

4.7 Commissioning Completion

(a) Commissioning Completion of the Facility. “Commissioning Completion” shall mean and shall be
deemed to have occurred for 350 MWAC /450 MWp DC) when that Mechanical Completion Certificate has
been issued pursuant to Section 4.6(c) and all tests and commissioning have been performed and validated
by the Owner’s or the Owner’s Representative and/or or a representative of the Electrical Utility, as applicable
and issuance of the commissioning certificate by the Electrical Utility with power fed into the grid.
Notwithstanding the above, Commissioning Completion shall require the completion of the following:

(i) the Facility has achieved BOS Installation Completion and Mechanical Completion, and the
requirements therefor continue to be met;

(ii) the Facility complies with all Applicable Laws and Prudent Industry Standards and has passed all
required inspections by any applicable Governmental Authority;

(iii) all Contractor’s Permits required for the Commissioning Completion of the Facility have been
received (and are in full force and effect), and copies thereof have been delivered to Owner;

(iv) the Commissioning Completion Tests found in Section D of Exhibit G (Functional Test Requirements)
have been conducted and the requirements with respect thereto have been satisfied with the
commissioning certificate having been issued by the Electrical Utility;

(v) the Facility has been built in conformance with the terms and conditions of this Agreement;

(vi) The Owner shall provide Contractor with such reasonable assistance as Contractor may request in
order to assist Contractor in fulfilling the requirements for Commissioning Completion which require
the Owner’s intervention or participation;

(vii) The Contractor will ensure that the Commissioning Completion for the entire 300 MWAC/ 450
MWpDC must be achieved no later Guaranteed Commissioning Completion Date, failing which the
provisions relating to the Commissioning Completion Liquidated Damages shall be applicable.

(b) ..Notice of Commissioning Completion. When Contractor determines in good faith and in accordance with
Prudent Industry Standards that it has satisfied the requirements for Commissioning Completion, Contractor
shall deliver a written notice, signed by an authorized representative of Contractor, certifying such
determination to Owner and containing a report with sufficient detail to enable Owner and the Electrical Utility
to determine whether Contractor has satisfied such requirements, including all Commissioning Completion
Test(s) reports , along with a list of all uncompleted Works, including any unresolved Warranty claims relating
to BOS Equipment (the “Notice of Commissioning Completion”). The Notice of Commissioning
Completion shall be submitted to Owner pursuant to the provisions of Section 15.1.

(c) Commissioning Completion Certificate. Following its receipt of the Notice of Commissioning Completion
from Contractor, Owner may request that the Independent Engineer and/or representative of the Electrical
Utility to inspect the Facility for the purpose of confirming whether certain of the conditions to Commissioning
Completion have been satisfied. Within ten (10) Business Days after receipt by Owner of the Notice of
Commissioning Completion, Owner shall either (i) give notice to Contractor informing that Owner understands
that the requirements for Commissioning Completion have been satisfied and that Owner will apply for
Electrical Utility’s confirmation thereof or (ii) advise Contractor in writing of any reason why Owner
understands that the requirements for Commissioning Completion have not been met; provided, however,
Contractor’s sole and exclusive remedy for Owner’s failure to respond to a Notice of Commissioning
Completion within the time period provided by this Section 4.77(c) shall be as set forth in Section 4.10. It is
clarified that the issuance of the Commissioning Completion Certificate shall not prejudice the inclusion of
any Works-items relating to the Commissioning Completion as part of the Punch List. If Owner certifies that
such requirements have been met or they are met as contemplated under Section 4.10, then the date of

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 issuance of the Notice of Commissioning Completion of the Facility shall be deemed to be the Commissioning
Completion Date of the Facility, and such date shall be noted on the Commissioning Completion Certificate
of the Facility. Upon receipt of any notice from Owner of any outstanding requirements for Commissioning
Completion of the Facility, Contractor shall promptly complete such requirements, and the notice procedure
set out in Section 4.6(b) and this Section 4.6(c) shall be repeated until the requirements for Commissioning
Completion of the Facility have been met as certified by Owner.

(d) Upon receipt of any notice from Owner of any outstanding requirements for Commissioning Completion
(whether such outstanding requirements have been indicated by Owner or the Electrical Utility), Contractor
shall promptly complete such requirements, and the notice procedure set out in Section 4.6(b),(c) and this
Section 4.6(c) shall be repeated until the requirements for Commissioning Completion have been met as
certified by Owner and the Electrical Utility.

(e) The Commissioning Completion Date shall be the date of issuance by Contractor of a Notice of
Commissioning Completion that has been confirmed by the Owner and the Electrical Utility.

4.8 Substantial Completion and Handing Over Taking Over

(a) Substantial Completion of the Facility. “Substantial Completion” shall mean and shall be deemed to
have occurred when:

(i) the Facility has achieved BOS Installation Completion, Mechanical Completion and Commissioning
Completion, and the requirements therefor continue to be met;

(ii) the Substantial Completion Tests found in Section E of Exhibit G (Functional Test Requirements)
have been conducted and the requirements.;

(iii) the Performance Acceptance Test as per Exhibit H (Performance Test Protocol) have been
conducted and the requirements with respect thereto have been satisfied

(iv) Owner has received from Contractor all BOS Equipment Documentation, including manuals, test
reports, vendor information, and other documentation required to be delivered pursuant to this
Agreement, including Section E of Exhibit G (Functional Test Requirements);

(v) Contractor has paid to Owner all Delay Liquidated Damages (if any) due and owing pursuant to the
terms of Section 4.12;

(vi) Owner and Contractor have agreed on a Punch list of all uncompleted items of the Facility (including
an estimated time to complete each item thereon) in accordance with Section 4.8(d);

(vii) Contractor has completed the required training program for the operation and maintenance of the
Facility by Owner’s operation and maintenance personnel and has submitted to Owner evidence of
such completion reasonably satisfactory to Owner;

(viii) Contractor shall have licensed or granted to the Owner, in accordance with the terms of this
Agreement, all Contractor Intellectual Property necessary for the Facility to be operated and
maintained by the Owner; and

(ix) The Substantial Completion must be achieved no later than Guaranteed Substantial Completion
Date.

(b) Notice of Substantial Completion. When Contractor determines in good faith it has satisfied the
requirements for Substantial Completion, Contractor shall deliver a written notice, signed by an authorized
representative of Contractor, certifying such determination to Owner and containing a report with sufficient
detail to enable Owner to determine whether Contractor has satisfied such requirements, including all
Substantial Completion Test reports, a list of all pending Change Order Notices or Change Order Requests,
a copy of the Punch List agreed upon in accordance with Section 4.8(d), as well as a comprehensive list of
all Approved Change Orders through the date of the Notice of Substantial Completion (the “Notice of
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 Substantial Completion”). The Notice of Substantial Completion shall be submitted to Owner pursuant to
the provisions of Section 15.1.

(c) Substantial Completion Certificate. Following its receipt of the Notice of Substantial Completion from
Contractor, Owner may require that the Independent Engineer and/or representative of the Electrical Utility
inspect the Facility for the purpose of confirming whether certain of the conditions to Substantial Completion
have been satisfied. As soon as practicable following completion of the Independent Engineer’s inspection,
and in any event within ten (10) Business Days after receipt by Owner of the Notice of Substantial Completion,
Owner shall either (i) deliver to Contractor a certificate in mutually agreed form (Form of Substantial
Completion Certificate) confirming the requirements for Substantial Completion have been satisfied and
confirming the Substantial Completion Date of the Facility (the “Substantial Completion Certificate”); or
(ii) advise Contractor in writing of any reason why the requirements for Substantial Completion of the Facility
have not been met; provided, however, Contractor’s sole and exclusive remedy for Owner’s failure to respond
to a Notice of Substantial Completion within the time period provided by this Section 4.8(c) shall be as set
forth in Section 4.10. If Owner certifies that such requirements have been met or they are met as
contemplated under Section 4.10, then the date of issuance of the Notice of Substantial Completion of the
Facility shall be deemed to be the Substantial Completion Date of the Facility, and such date shall be noted
on the Substantial Completion Certificate of the Facility. Upon receipt of any notice from Owner of outstanding
requirements for Substantial Completion of the Facility, Contractor shall promptly complete such
requirements, and the notice procedure set out in Section 4.8(b) and this Section 4.8(c) shall be repeated
until the requirements for Substantial Completion have been met as certified by Owner. Upon issuance by
Owner of the Substantial Completion Certificate of the Facility, care, custody and control of the Facility shall
pass to Owner; provided, however, Contractor shall not be relieved of its ongoing Liabilities and obligations
under this Agreement.

(d) Punchlist.

(i) No later than thirty (30) calendar days to the then-scheduled date of Guaranteed Commissioning
Completion Date, Contractor shall prepare jointly with the Owner or the Owner’s Representative, a
proposed list of non-critical items that will remain to be performed to complete the Works for
Provisional Acceptance of the Facility, including the proposed time limits within which Contractor shall
complete such remaining Work (which shall be within thirty (30) days of Substantial Completion and
shall not extend beyond and the date of Provisional Acceptance as per the Project Schedule
(“Punchlist/ Punch List”). In this context, “non-critical items” shall be deemed to mean only such
items that: (A) would not preclude the Facility from operating or functioning as it was designed and
intended to operate; (B) the absence of which would not create any occupational safety hazard or
hazard to the Works; (C) the completion of which would not unreasonably interrupt or interfere with
the operation of the Facility; and (D) the completion of which would not be necessary to achieve
compliance of any such Works with any Applicable Laws. It is agreed that the inclusions in the Punch
List shall be limited to minor, non–critical and non-operational items. Completion of the Punch List
items shall be a condition precedent to Provisional Acceptance of the Facility. It is clarified that the
Warranty claims arising after Substantial Completion but prior to Provisional Acceptance may be
added to the Punchlist.

(ii) Once the Punchlist is agreed upon by Owner and Contractor, Contractor shall immediately begin
performing such items; provided, however, that if Contractor has not completed the Punchlist items
within the time line defined in Section 4.8(d)(i), the Owner shall have the right in its discretion to
perform or procure the performance of such items at Contractor’s expense, including by deducting,
at its discretion, any costs incurred for such performance of the relevant Punchlist items from the
amounts payable by the Owner. The performance of any Punchlist item by Owner shall not relieve
Contractor of its obligations under this Agreement or Applicable Laws or constitute a waiver of any of
Owner’s rights or a mitigation or diminution of any of Contractor’s obligations under this Agreement
provided they are performed in accordance with the terms of this Agreement, Applicable Law, Prudent
Industry Standards and Permits.

(iii) Prior to Provisional Acceptance, Owner shall be entitled to add any Warranty claims arising after
Substantial Completion to the Punch List, and the resolution of such Warranty claims in accordance
with Article 8 (Warranties and Performance Guarantee) shall be a requirement for Provisional
Acceptance pursuant to Section 4.8(a)(vi).
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 (e) Spares. At time of Substantial Completion, the Contractor will provide spare parts based on the list set forth
in Exhibit K (Spare Parts List) hereto (the “Initial Spare Parts Stock”). For the avoidance of doubt, the cost
of the Initial Spare Parts Stock is included in the Contract Price. The recommended spare parts list shall detail
the quantities, procurement lead times and names of the suppliers of the spare parts comprising the Initial
Spare Parts Stock. Contractor shall procure and deliver to the Site the Initial Spare Parts Stock before
Substantial Completion.

4.9 Provisional Acceptance.

(a) Provisional Acceptance of the Facility. “Provisional Acceptance” shall mean the completion of the
following activities in respect of the Facility:

(i) Substantial Completion has occurred and all conditions thereto continue to be satisfied;

(ii) Owner has received from Contractor all As-Built Drawings (PDF & CAD files) for the Works, as well
as detailed sectional drawings for panels, racking and inverters used in the Facility;

(iii) all Contractor’s materials and wastes have been removed from the Site and properly disposed of, in
accordance with the Applicable Laws;

(iv) Owner has received from Contractor and each Subcontractor legally effective releases of all claims
against the Owner arising under or by virtue of this Agreement;

(v) all documentation and other evidence required to be provided by Contractor under the scope of this
Agreement in order for Owner to receive payment pursuant to all applicable incentives, rebates, and
tax credits have been received by Owner;

(vi) Contractor has provided the Warranty Security in accordance with Section 5.7(c); and

(vii) all Punchlist Works (including any then unresolved Warranty claims) relating to the Facility have been
completed to Owner’s reasonable satisfaction.

The Contractor will ensure that the Provisional Acceptance is achieved no later than the Provisional
Acceptance Date.

(b) Preliminary Notice of Provisional Acceptance. When Contractor determines it has satisfied the
requirements for Provisional Acceptance (other than the requirement regarding submission of the Warranty
Security as under Section 4.9(a)(vi)), Contractor shall deliver a written notice, signed by an authorized
representative of Contractor, certifying such determination to Owner and containing a report with sufficient
detail to enable Owner to determine whether Contractor has satisfied such requirements, including a
certification that all Change Order Notices or Change Order Requests have been resolved (the “Preliminary
Notice of Provisional Acceptance”). The notice, certification and report described in this Section 4.9(b)
shall be submitted to Owner pursuant to the provisions of Section 15.1.

(c) Following its receipt of the Preliminary Notice of Provisional Acceptance from Contractor, Owner may require
that the Independent Engineer and/or representative of the Electrical Utility inspect the Facility for the purpose
of confirming whether certain of the conditions to Provisional Acceptance have been satisfied. Within ten (10)
Business Days after receipt by Owner of the Preliminary Notice of Provisional Acceptance, Owner shall either
(i) deliver to Contractor a preliminary notice confirming the requirements for Provisional Acceptance (other
than submission of the Warranty Security as under Section 4.9(a)(vi) have been satisfied; or (ii) advise
Contractor in writing of any reason why the requirements of Provisional Acceptance have not been met;
provided, however, Contractor’s sole and exclusive remedy for Owner’s failure to respond to a Preliminary
Notice of Provisional Acceptance within the time period provided by this Section 4.9(c) shall be as set forth
in Section 4.10.

(d) Warranty Security. Once the Owner has confirmed that the other requirements for Provisional Acceptance
have been met, as set out in Section 4.9(c) above, or at any earlier time as per Contractor’s convenience, the
Contractor shall issue the Warranty Security to the Owner. It is hereby clarified that any delay in issuance of
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 the Warranty Security, regardless of whether the Contractor choose to await the Owner confirmation or not,
shall not give rise to any extension of time in respect of Provisional Acceptance to the Contractor,

(e) Provisional Acceptance Certificate. Upon submission of the Warranty Security by the Contractor, and
provided the Owner has confirmed the other requirements for Provisional Acceptance have been met as set
out in Section 4.9(c) above, the Owner will release the Performance Security and issue a certificate confirming
the requirements for Provisional Acceptance have been satisfied in substantially the mutually agreed form
(the “Provisional Acceptance Certificate”) and confirming the Provisional Acceptance Date. The date of
submission of the Warranty Security shall be deemed to be the Provisional Acceptance Date of the Facility,
and such date shall be noted on the Provisional Acceptance Certificate. Upon receipt of any notice from
Owner of outstanding requirements to be completed by Contractor according to this Agreement, Contractor
shall promptly complete such requirements, and the notice and other procedure set out in Section 4.9(b)-(e)
shall be repeated until the requirements for Provisional Acceptance have been met as certified by Owner.

(f) Final Acceptance. The Final Acceptance of the Facility will occur on the later of (i) the satisfactory completion
of the Second Year Performance Test as per the Section 8.4; (ii) remedy of any Defects arising within the
Defects Liability Period; (iii) payment of any and all Delay Liquidated Damages or Performance Liquidated
Damages, as may be payable; and (iv) transfer of all manufacturer Warranties to the Owner.

(g) Excess Equipment. Contractor shall be solely responsible for the removal from the Site and disposal of any
BOS Equipment or materials procured by Contractor but not incorporated into the Work following Substantial
Completion and which is otherwise unnecessary for the completion of any Punch List items required for
achievement of Provisional Acceptance (the “Excess Equipment”).

4.10 In case the Owner is not able to issue the requisite completion/ acceptance certificates as per Sections 4.4 (c), 4.6
(c), 4.7 (c), 4.8 (c), 4.9 (e) above, the Contractor may issue a notice stipulating not less than five (5) Business Days
to respond, with in which the Owner would have to reject or confirm the cause list/ punch list or reject the certificate
thereof. In case of failure of the Owner to respond to any such list/ acceptance certificate even after expiry of the said
five (5) Business Days’ notice period:

(a) the Contractor shall be entitled to suspend Works till the Owner responds to the same (i.e. either by way of
confirmation of completion or rejection) to the extent that the Works cannot be continued as per the provisions
of this Agreement on account of the Owner’s failure to issue the concerned certificates/response (and subject
to the Owner’s right to require any rectification of the Works and repetition of the notice procedure as set out
thereunder); and

(b) the Contractor shall be entitled to an extension of the Project Schedule and cost in terms of Section 7.3 only
for the duration impacted due to such suspension under Section 4.10(a) above.

4.11 Contractor Tests.

(a) Conduct of Contractor Tests. Not later than (14) days prior to the date it expects to have achieved a
milestone requiring a Contractor Test as a condition for completion or commence performance of any
Contractor Test associated with such milestone, whichever is earlier, Contractor shall give Owner notice of
the expected completion date for such milestone. Following Owner’s receipt of such Notice, the Parties shall
promptly agree on the date(s) for all Contractor Tests to be performed. Contractor shall perform, and re-
perform if necessary at its sole expense, the Contractor Tests. Owner, at its own expense, may arrange for
its representatives (including the Facility Lender, Independent Engineer, and any other independent technical
or engineering consultant appointed by Owner or Facility Lender) to be present at the Site throughout
Contractor’s conduct of any Contractor Test in order to monitor the taking of measurements to determine the
level of performance of the Facility, all in accordance with the guidelines specified in of Exhibit G (Functional
Test Requirements).

(b) Contractor Test Results. Contractor shall report and certify the results of the Contractor Tests to Owner
within five (5) Business Days after completion of such Contractor Tests. The results of any test shall be
submitted to Owner for the purpose of confirming whether the Contractor Tests have been successfully
completed. If it is determined by the Owner that the Contractor has not adequately performed a Contractor
Test or that the Facility did not successfully satisfy the requirements for any Contractor Test as set forth in

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 Exhibit G (Functional Test Requirements), Contractor shall take whatever corrective actions are necessary
to correct any deficiency and/or re-perform such test.

(c) Cost of Contractor Tests. The Owner shall pay or bear the cost of the Independent Engineer, Owner’s third
party and any other technical or engineering consultants retained by Owner and/or the Facility Lender or its
Representative. The cost related to Module inspection shall be as per Section 2.7(c) and as per Exhibit H
(Performance Test Protocol), and all other Contractor Tests shall be conducted at Contractor’s sole cost and
expense.

(d) Delay Notice and Remedial Action Plan.

(i) If Owner determines in its reasonable discretion that Contractor is more than seven (7) Business
Days behind Project Schedule and such delay is reasonably likely to lead to a delay in achievement
of BOS Installation Completion before the Guaranteed BOS Installation Completion Date, Mechanical
Completion of the Facility on or before the Guaranteed Mechanical Completion Date, Commissioning
Completion of the Facility on or before the Guaranteed Commissioning Completions Date or
Substantial Completion of the Facility on or before the Guaranteed Substantial Completion Date, or
delivery of the BOS Equipment on or before the Scheduled Delivery Date, then the Owner may notify
Contractor of such determination (the “Delay Notice”) and require that the Contractor on receipt of
the Delay Notice submits to Owner a written plan demonstrating to Owner’s reasonable satisfaction
the measures that Contractor has taken or will take, including the use of accelerated and/or
supplemental labor, in order to ensure that the delivery of the BOS Equipment is completed on or
before the Scheduled Delivery Date, BOS Installation Completion is completed on or before the
Guaranteed BOS Installation Completion Date, Mechanical Completion of the Facility shall occur on
or before the Guaranteed Mechanical Completion Date, Commissioning Completion of the Facility on
or before the Guaranteed Completion Date, and Substantial Completion of the Facility shall occur no
later than the Guaranteed Substantial Completion Date, as applicable, notwithstanding such missed
milestones at no extra cost to Owner (such plan, a “Remedial Action Plan”).

(ii) Upon receipt of a Remedial Action Plan, Owner shall review and comment on it to Contractor.
Contractor shall accept and incorporate all reasonable comments of Owner and, within three (3)
Business Days of its receipt of Owner’s comments, resubmit the Remedial Action Plan for Owner’s
approval. Notwithstanding Owner’s approval rights pursuant to this Section 4.11(d), Contractor shall
begin to implement the Remedial Action Plan no later than three (3) Business Days after its initial
submission of the Remedial Action Plan to Owner, and shall adhere to such Remedial Action Plan
(as updated following Owner’s comments) in order to regain compliance to the Project Schedule,
including the utilization of additional shifts, additional manpower, overtime and the re-sequencing of
activities.

(iii) During the course of implementing the Remedial Action Plan, Contractor, at Owner’s request, shall
conduct progress meetings with Owner, as frequently as Owner may require, for the purposes of
discussing the status of the Remedial Action Plan. Contractor shall bear all costs arising from or
relating to the Remedial Action Plan, including any development, implementation and execution
costs.

(iv) The Owner will be entitled to step-in and perform the Works in place of the Contractor in the manner
provided under Section 12.5 upon failure by the Contractor to demonstrate progress compliance with
a Remedial Action Plan resulting in potential delay in completion of a guaranteed milestone date
under the Project Schedule beyond seven (7) days and the Owner will be free to take all such
activities as it deems appropriate at the risk and cost of the Contractor, including appointing a third-
party contractor or stepping-in to complete the balance of the Works at the cost of the Contractor and
set off such costs and expenses incurred against any amounts due and payable to the Contractor. In
the event the Contractor fails to meet the critical milestones or if there is reasonable ground to think
that the Contractor will fail to meet such milestone, the Owner may request an acceleration plan from
the Contractor to meet its contractual obligations. Any costs related to this acceleration plan shall be
borne by the Contractor.

4.12 Delay Liquidated Damages.

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(a) BOS Installation, Commissioning Completion and Substantial Completion Delay Liquidated
Damages.

(i) Delay Liquidated Damages will be payable if any delay occurs in the (i) BOS Installation Completion
(the “BOS Completion Liquidated Damages”) and/or (ii) Commissioning Completion (the
“Commissioning Completion Liquidated Damages”) and/or (iii) Substantial Completion (the
“Substantial Completion Liquidated Damages”), upon which occurrence the Contractor will be
obligated to pay the below-stated liquidated damages expressed as a percentage of the Contract
Price on a daily pro rata basis.

Week
Rate of Delay Liquidated Damages Cumulative Delay Liquidated Damages
No

1 1% 1%

2 1% 2%

3 1% 3%

4 1% 4%

5 1% 5%

6 1.50% 6.5%

7 1.50% 8%

9.5%
8 1.50%

9 1.5% 11%

10 2% 13%

11 2% 15%

Total Delay Liquidated Damages 15%

(ii) For any delays on the BOS Installation Completion, the BOS Completion Liquidated Damages shall
be payable by the Contractor; provided that. in the event the Contractor achieves the Commissioning
Completion Date on or before Guaranteed Commissioning Completion Date, then no liquidated
damages will be levied on delay in achieving the BOS Installation Completion Date. Alternatively, if
the Contractor does not achieve the Commissioning Completion Date, liquidated damages will be
applicable for any delay occurred for both the BOS Installation Completion Date and the
Commissioning Completion Date. Notwithstanding above, for any delays in the Substantial
Completion, the Substantial Completion Liquidated Damages shall be payable by the Contractor

(iii) For the computation of Delay Liquidated Damages, Commissioning Completion shall be considered
for a block of 50 MW AC and equivalent DC capacity as per individual Commissioning Completion
Milestone and the Delay Liquidated Damages would be calculated on un-commissioned capacities
in direct proportion of DC MWp capacity not commissioned. Owner will have the right to terminate
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 the Agreement or step-into the Agreement after the Delay Liquidated Damages Cap is reached. For
the avoidance of doubt, the Owner will also be entitled to remedy and take-over the Facility/Works, if
the delay becomes too high, independently of the liquidated damages that would have accrued.

(b) Termination for Delay. In accordance with Section 12.3, Owner shall have a right to terminate this
Agreement without penalty or liability payable or incurred by Owner in the event that the amount of Delay
Liquidated Damages payable by Contractor pursuant to this Section 4.12 has reached the Delay Liquidated
Damages Cap In connection with such termination, Owner shall be entitled to exercise any remedies set
forth in Section 12.5. .

(c) Payments. On the first and fifteenth day of each month during which Delay Liquidated Damages accrue or
the first Business Day thereafter, the Owner shall provide Contractor with a statement of the amount of Delay
Liquidated Damages accruing and owed since the previous statement (including any Taxes), in addition to
amounts unpaid from previous statements, if any, and shall offset those accrued amounts against any
amounts that may then be due and payable to Contractor under this Agreement. Contractor shall pay any
Delay Liquidated Damages within twenty one (21) Business Days after receipt of such statement(s). Any
Delay Liquidated Damages not paid beyond fifteen (15) days of the due date shall bear interest at the Interest
Rate. In the event that the offset of any liquated damages by the Owner against the Contract Price, the
Contractor shall pay the applicable Tax on such amount upon receipt of such Invoice from the Owner.

(d) Delay Liquidated Damages Not Subject to Reduction. The Delay Liquidated Damages contemplated
herein are not subject to any reduction. The Parties agree that the Delay Liquidated Damages contemplated
in this Section 4.12 are a genuine and reasonable pre-estimate of the loss and damages to be sustained by
the Owner as a result of the failure of the Contractor to fulfill its obligations under the Agreement and Parties
agree that such Delay Liquidated Damages shall not be considered as indirect or consequential damages.

(e) Enforcement of Delay Liquidated Damages. In the event the Owner is unable to invoke any of the remedies
provided in sub clause (c) above, it shall be entitled to appropriate the securities as under Section 5.7 (other
than the Advance Payment Security) for the Delay Liquidated Damages due and payable by the Contractor
to the Owner.

4.13 Certifications Not a Waiver. Notwithstanding anything to the contrary herein, no BOS Installation Completion
Certificate, Mechanical Completion Certificate, Commissioning Completion Certificate, Substantial Completion
Certificate or Provisional Acceptance Certificate executed by Owner shall be considered or deemed to represent that
Owner or any independent technical or engineering consultant of Owner has accepted the Work or waived any rights
against Contractor under Applicable Laws with respect to patent or latent conditions existing on the date of such
certification, nor shall any such certificate release the Contractor from any of its obligations or Liabilities under this
Agreement, including any claim pursuant to Article 8 (Warranties and Performance Guarantee).

Article 5. COMPENSATION AND PAYMENT

5.1 Contract Price. As full and total consideration to Contractor for performance of the Works, including the installation
of the Modules and BOS Equipment and design and construction of the Facility, Owner shall pay Contractor the
Contract Price. Save only for adjustments to the Contract Price pursuant to Article 7 (Changes) below, and subject to
Section 5.3, the Contract Price includes all costs, whether direct or indirect, of the Contractor in connection with the
performance of the Works and all of its obligations hereunder and all risks associated therewith. It is agreed that the
Contract Price will be fixed lump sum, non-indexed, denominated in Indian Rupees and will be inclusive of (without
limitation):

(a) cost for all engineering work and studies;

(b) cost for supplying the BOS Equipment and performing the Works (including supply of utilities at Site and Site-
offices);

(c) unloading, testing, repacking, storage, installation, incorporate/integration of Modules with the Facility;

(d) all transportation costs to the Site (including any logistic costs for customs clearance, where required);

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 (e) all applicable duties, taxes and levies paid or payable during the execution of the Works;

(f) all the spare parts required/recommended as per Exhibit K (Spare Parts);

(g) Costs with respect to testing of Modules as agreed in Exhibit S (Modules) and Exhibit H (Performance Test
Protocol); and

(h) Cost of arrangement of the comprehensive Site security till the Facility is handed over to the Owner in
accordance with the Agreement.

All prices shall be deemed to fully comply with the requirements of this Agreement including the Exhibits and the
Standard of Performance. It is clarified that the Contract Price will not be adjusted for any movements in foreign
exchange rates or the costs or components or commodities. Any changes in the costs of materials or labour will not
render the Contract Price liable for adjustments except as otherwise mentioned in the Agreement.

The Contract Price shall be adjusted, for any increase or reduction in the quantities of only the activities / items beyond
the quantities mentioned and agreed in Exhibit B (TER) and unit rates agreed and mentioned as per Exhibit A
(Contract Price).

5.2 Taxes.

(a) Taxes included in the Price. The Contract Price is inclusive of any and all applicable Taxes levied on
Contractor with respect to this Agreement or Contractor’s installation of the Facility and performance of the
Works, other than, for the avoidance of doubt any such taxes payable with respect Free Issue Items and
Other Contractors works.

Without limiting the generality of the foregoing, Contractor shall provide Owner with all certificates and other
documentation in the form prescribed by Applicable Law so that Owner shall not be required to pay any Taxes
included within the Contract Price, subject to Owner-obtained exemptions. Contractor assumes exclusive
liability for and shall be solely responsible for, and without right to any contribution or reimbursement from
Owner for, all of Contractor’s applicable Tax including payroll and import taxes owed to any Governmental
Authority in connection with the Works and all of Contractor’s obligations and services provided hereunder
(and including any withholdings in respect of same).

The Contractor shall ensure that the cost of duties, taxes and levies will have to be specifically indicated for
each item for a good understanding of the cost structure. All customs clearance in respect to the Works shall
be managed by the Contractor other than for any Free Issue Item. For the avoidance of doubt it is clarified
that in the event due to operation of law, the Owner is required to pay Taxes payable by the Contractor, then
the Owner will be required to deduct such Taxes from any amounts due and payable by the Owner to the
Contractor. Notwithstanding the above, the Owner shall have no liability for any change in Taxes, or be
otherwise liable in any manner, if and to the extent that the GST liability of the Contractor changes on account
of any interpretation/ misinterpretation by the Contractor of such applicable GST/applicable GST rates or the
form and/or the structure adopted for this Agreement.

5.3 Progress Payments. The Contract Price shall be paid by Owner as follows:

(a) Advance Payment. Owner shall make the advance payment in an amount equivalent to X% (X percent) of
the Contract Price (“Advance Payment”) within twenty one (21) Business Days of the (i) Contractor having
obtained all the Contractor Permits specifically listed under Section A of Exhibit D (Permits) (ii) Contractor
having provided the Owner with certificates of insurance policy in terms of Article 11 (Insurance) and (iii)
Contractor’s submission of the Advance Payment Security, the Performance Security, and the Parent
Guaranty as set out in Section 5.7; in accordance with the requirements of this Agreement and the applicable
invoicing documentation. The Advance Payment will be adjusted proportionally against each Invoice for
Payment in respect of each Payment Milestone. The Advance Payment Security is subject to a parallel and
proportional reduction in value as provided under Section 5.7. Discharge letter of such equivalent amount
will be released over end of every two (2) month period from the Effective Date.

(b) Payment Milestones. Payments of the Contract Price shall be made against the following identifiable

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 milestones (as read with Section 4.4 - 4.9) (“Payment Milestones”) and shall always be calculated at the
below-specified percentage of the Contract Price subject to the adjustment under (a) above.

Table of Payment Milestones

(c) Invoice for Payment. Payment of the Contract Price from Owner to Contractor (and Direct Payment
Subcontractors, where applicable under Section 2.8(h)) shall be made upon completion of the relevant
Payment Milestones unless Contractor/Subcontractor is in default. The Contractor shall submit to the Owner
invoice for each milestone (each, an “Invoice for Payment”), along with all required submittals set forth in
Section 5.4 to demonstrate the completion of the relevant Payment Milestone. Invoice for Payment shall be
submitted by Contractor to Owner at the address specified in Section 15.1. The Contractor shall include the
following notation in the subject line of the forwarding e-mail: “[PROJECT] – Contractor’s Invoice for Payment
and Required Submittals ([Month/Year])”. It is further agreed that all payments will be made in the currency
of the Agreement which shall be in Indian Rupees and shall be made by means of Bank Transfer/ RTGS/
Cheque.

(d) Calculation of Progress Payments. The Payment Milestones completed, evidence of such completion
furnished as reasonably required by Owner, and the documentation submitted by Contractor pursuant to
Section 5.4 shall constitute the basis for calculating the payment amount owed to Contractor. Notwithstanding
anything in this Agreement, the amount of an invoice issued hereunder by the Contractor in respect of a given
period for payment, when aggregated to the amounts of other invoices which shall have then been already
issued hereunder by the Contractor, as the case may be, whether past due or falling due by the due date of
the invoice in question, shall not exceed the sum of the portions of the Contract Price attributable to the
Payment Milestones which, pursuant to the Payment Milestone as in effect on the effective date, should have
been achieved by the end of the period covered by the Invoice for Payment in question.

(e) Owner’s Approval of Invoice for Payment. Within five (5) Business Days after Owner’s receipt of any
invoice in accordance with Section 5.3(c), Owner shall either (i) notify Contractor in writing of any
inaccuracies, missing documentation or of any other reason why the requirements for approval of the Invoice
for Payment have not been met, or (ii) accept the invoice. In case of any inaccuracies, missing documentation
or other issues identified by Owner, the Contractor shall promptly cure and resubmit the Invoice for Payment.
The amounts thus approved by Owner shall be payable to Contractor within twenty one (21) Business Days.
In the event of any discrepancy in the Invoice for Payment, the Contractor and the Owner’s team at the Site
shall reconcile the same within five (5) Business days. In case of the issue is not reconciled within this period
of five (5) Business Days, the Contractor shall revise the Invoice for Payment for the undisputed amount and
the invoice for the same shall be endeavored to be paid in eighteen (18) Business Days upon receipt thereof
although the contractual limit for payment thereof would stay at twenty one (21) Business Days from date of
receipt of revised invoice. It is clarified here that the payment delayed would mean that the payment towards
undisputed amounts only which shall entail interest in accordance with Section 5.3(h).

(f) Owner’s Withholding Rights. Owner may withhold payments due to the Contractor because of
subsequently discovered evidence, nullify in whole or in part a payment previously paid to Contractor or any
of his Subcontractor, in an amount that is sufficient to pay any reasonable and fair Direct Costs and expenses
Owner reasonably expects to incur to protect Owner from Liabilities for which Contractor is responsible and
that result from:

(i) errors, omissions, defects, or deficiencies in the Works which are not corrected by Contractor within
seven (7) days of notification by the Owner;

(ii) disputed Works or materials;

(iii) failure to comply with other material provisions of the Agreement, which are not addressed and fully
rectified by the Contractor within seven (7) days of notification by the Owner;

(iv) Third Party claims filed, which are not addressed and fully remedied by the Contractor within the
available cure period or any extension thereof, if any, under the respective Third Party claim;

(v) failure of Contractor to make due and undisputed payments to consultants, Subcontractors, or other

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 Third Parties performing portions of the Works on Contractor’s behalf which are not addressed and
rectified by the Contractor within seven (7) days of notification by the Owner;

(vi) any other amounts payable pursuant to Contractor’s indemnity obligations hereunder.

The Owner may request the Contractor to provide records or proof of payment of provident fund and social
security obligations and/or payment of license fees and / or certificate of having complied with all statutory
payment obligations by the Contractor every quarter before release of any payment pursuant to a Payment
Milestone. Owner also reserves the right to hold any payment or part thereof, as deemed fit, if the
aforementioned requirement is not honored by the Contractor. However, at time of final payments to the
Contractor, complete supporting payment proofs of such required compliance as stated above will be required
to be shared by the Contractor with respect to itself and its Subcontractors.

(g) Removal of Conditions to Withholding. To the extent Contractor is able to cure, remedy or remove any
circumstances set forth at Section 5.3(e) for which Owner has made a withholding such that Owner has not
suffered any Liabilities or no longer has any risk of Liabilities arising from or relating to the circumstances
originally justifying any withholding, Contractor shall provide such evidence as reasonably requested by
Owner demonstrating the cure, remedy or removal of such condition and Owner will release the respective
withheld amount minus any Liability incurred within five (5) Business Days of submission of such documents/
evidence, provided Owner agrees that such Liabilities have been cured, remedied or removed.

(h) Interest. Any undisputed amounts and the amount to the extent wrongly withheld by the Owner, payable to
Contractor or a Direct Payment Subcontractor pursuant to the terms of this Agreement which are not paid by
the Owner by the date that is fifteen (15) calendar days after the relevant due date established by this
Agreement shall bear interest at the Interest Rate, to be calculated on a daily pro rata basis from the relevant
due date until the payment is made except in case of wrongly withheld amount in which case, interest at the
Interest Rate will be payable from the date the payment was withheld. The amounts contemplated in this item
(h) are the sole compensation of Contractor or the Direct Payment Subcontractor, as applicable, and the
Owner’s sole liability for Owner’s failure to make payments when due.

(i) Cooperation on Invoicing. Parties agree to cooperate (and to cause the Direct Payment Subcontractors to
cooperate, if applicable) each other upon request for the purposes of ensuring that the payments for Works
performed hereunder be properly invoiced against, paid by and accounted for, by the Owner (including by
rectifying any tax invoices if so required by the Owner).

5.4 Required Submittals. As a condition precedent to Owner’s approval of any Invoice for Payment submitted by
Contractor, the following documents shall be submitted to the Owner by Contractor with each Invoice for Payment:

(a) evidence that Contractor has completed the Payment Milestone(s) included in the relevant Invoices for
Payment, this evidence shall include all work completion certificates and supporting quality documentation
agreed as part of Quality plans/checklists;

(b) original tax invoice (2 copies), proof of material receipt at site (GRN), packing slip indicating quantities, MDCC,
labor compliances in terms of payments an updated or, as appropriate, revised Progress Schedule and other
documentation required to be submitted by Contractor pursuant to Section 4.2(d);

(c) monthly progress report(s) as required pursuant to Section 4.2(b) having been submitted up to date;

(d) provision of work completion certificate for any withheld amounts claimed by Contractor or a Direct Payment
Subcontractor pursuant to Section 5.3(e), and any documentation reasonably requested by Owner to verify
that Contractor or the relevant Direct Payment Subcontractor, as applicable, has cured or remedied the
circumstances underlying the withholding of such amounts;

(e) self-declaration from the Contractor that no payments to the Sub-Contractors have been delayed by the
Contractor beyond the respective due date of payment.

5.5 Payments not Acceptance of Works. No payment made hereunder shall be considered or deemed to represent
that Owner or any independent technical or engineering consultant of Owner has inspected Contractor’s Works or

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 checked the quality or quantity thereof, or made a detailed examination, audit or arithmetic verification of any payment
documentation, and shall not be deemed or construed as approval or acceptance of any Works, or as a waiver of any
claim or right that Owner may then or thereafter have, including any rights with respect to Warranty claims. It is
clarified that no payment or acceptance shall relieve the Contractor from any of its obligations, risks or Liabilities under
this Agreement.

5.6 Set-Off. If, following a written demand requiring the Contractor to pay within thirty (30) days of the date of such
demand, the Contractor has failed to pay any amount due and payable to the Owner, including any demand to pay
any Performance Liquidated Damages or Delay Liquidated Damages, the Owner shall be entitled to set off such
amounts due and owing to it from any amounts due and owing by the Owner to the Contractor. In the event of any
Tax obligation (other than income-tax) arising on the Owner on account of such set-off, the set-off shall be adjusted
to account for such Tax (other than income-tax) obligation.

5.7 Securities

(a) Advance Payment Security. Contractor has delivered to the Owner, as a pre-condition to the Advance
Payment and issuance of the Notice to Proceed as contemplated under this Agreement, an irrevocable
collateral substantially in the form of Exhibit Y (Form of Advance Payment Security) to be issued by a bank
acceptable to the Owner and the Facility Lenders, which Contractor shall maintain in full force and effect in
an amount equal to the Advance Payment and valid until the Provisional Acceptance Date plus one (1) month
(the “Advance Payment Security”). The Advance Payment Security shall not place any lien or encumbrance
on, or otherwise have any interest or recourse to the Works, Facility or the Site. Owner shall be entitled to
draw on the Advance Payment Security for Delay Liquidated Damages, Performance Liquidated Damages,
Completion Costs and any other amounts, costs or damages owed by Contractor to Owner under this
Agreement. The Advance Payment Security will be adjusted proportionately over each Payment Milestone
excepting the Advance Payment. Discharge letter of such equivalent amount will be released over end of
every two-month period from the Effective Date. Owner shall be entitled to recover any un-adjusted portion
of the Advance Payment paid to the Contractor out of said Advance Payment Security in the event of
termination of this Agreement pursuant to Section 12.3.

(b) Performance Security. Contractor has delivered to the Owner, as a pre-condition to the Advance Payment
and issuance of the Notice to Proceed as contemplated under this Agreement, an irrevocable collateral
substantially in the form of Exhibit Z (Form of Performance Security) to be issued by a bank acceptable to the
Owner and the Facility Lenders, as a pre-condition to the Advance Payment and issuance of the Notice to
Proceed as contemplated under this Agreement, which the Contractor shall maintain in full force and effect
in an amount equal to 15% (fifteen percent) of the Contract Price valid until the Provisional Acceptance Date
plus three (3) months (the “Performance Security”). It is agreed by the Contractor that furnishing of the
Warranty Security in accordance with sub clause (c) below will be a condition precedent to the release of the
Performance Security. The Performance Security shall not place any lien or encumbrance on, or otherwise
have any interest or recourse to the Works, Facility or the Owner’s Site. Owner shall be entitled to draw on
the Performance Security for Delay Liquidated Damages, Performance Liquidated Damages, Completion
Costs and any other amounts, costs or damages owed by Contractor to Owner under this Agreement.

(c) Warranty Security. Contractor shall deliver to the Owner, an irrevocable collateral substantially in the form
of Exhibit AA (Form of Warranty Security) to be issued by a bank acceptable to the Owner and the Facility
Lenders, as a condition precedent to the Provisional Acceptance and in any case not later than 1 (one) month
from the Provisional Acceptance Date, which the Contractor shall maintain in full force and effect in an amount
equal to 15% (fifteen percent) of the Contract Price until the expiry of the Final Acceptance Date plus one (1)
month (the “Warranty Security”). Upon the Final Acceptance and transfer of all manufacturer Warranties in
the BOS Equipment to the Owner, the Warranty Security shall expire provided that the expiry of the Warranty
Security shall not prejudice any outstanding claim of the Owner thereunder, made prior to the date of expiry.
The Warranty Security shall not place any lien or encumbrance on, or otherwise have any interest or recourse
to the Works, Facility or the Owner’s Site. Owner shall be entitled to draw on the Warranty Security for
Performance Liquidated Damages, Completion Costs and any other amounts, costs or damages owed by
Contractor to Owner under this Agreement.

(d) Parent Guaranty. On the Effective Date, Contractor shall furnish to the Owner a corporate guaranty from
[XXX] (“Guarantor”) in the form attached hereto as Appendix [XXX] (Form of Parent Guaranty) (the “Parent

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 Guaranty”) guaranteeing all performance, payment, indemnity, warranty and other obligations of the
Contractor under this Agreement, which guaranty shall continue in force and effect until the date on which
Contractor has no further liability to Owner under this Agreement. In order for Owner to evaluate the
creditworthiness of Guarantor, Contractor shall provide to Owner audited annual financial statements of
Guarantor within one hundred eighty (180) days of the end of each Guarantor’s fiscal year, and Owner shall
treat all such information of Contractor and Guarantor as confidential as set forth in Section 15.3; provided,
however that, for greater certainty, Owner shall be entitled to provide such financial statements to the Facility
Lender and its financial advisors. If at any time prior to Substantial Completion, Guarantor’s creditworthiness
as of the Effective Date materially declines as evidenced by the audited annual financial statements and, as
consequence, ceases to satisfy any Facility Lender’s requirements therefor, then Contractor shall provide an
additional completion security covering 100% (one hundred percent) of the Contract Price (in the form of a
surety bond issued by a first class insurance company reasonably acceptable to the Owner and on terms and
conditions reasonably acceptable to the Owner within 3 months from a notice received in writing by the Owner.
The Owner shall have parallel recourse to the Parent Guaranty in the event of breach of any of the
Contractor’s obligations under this Agreement notwithstanding the grant or expiry of the Advance Payment
Security, Performance Security or Warranty Security.

(e) The Contractor agrees and shall ensure that all the Securities shall be unconditionally assignable
to the Facility Lenders (including international lenders) immediately on and any time thereafter.

Article 6. TITLE; LOSS OR DAMAGE; FORCE MAJEURE

6.1 Title. Contractor warrants that legal title to and ownership of the Works and the BOS Equipment shall be free and
clear of any and all liens, claims, security interests or other encumbrances when title thereto passes to Owner. Subject
to Section 6.2, title to all Works and the BOS Equipment pertaining to the Facility shall pass to the Owner upon the
earlier of (a) the time of delivery of such BOS Equipment to the Site or the time of performance of the Work that
becomes a part of the Facility, as may be applicable and (b) payment made by Owner with respect to such Works
and such BOS Equipment in accordance with this Agreement. Title to the spare parts pertaining to the BOS
Equipment and the Works shall pass to the Owner upon payment thereof to the Contractor or/and the Direct Payment
Subcontractor as the case may be. Contractor shall deliver to Owner such assignments, bills of sale or other
documents as reasonably requested by Owner to evidence such transfer of title.

6.2 Rights in Drawings, Etc. All data, drawings and documents, whether or not containing proprietary intellectual
property, developed or created by the Contractor or its Subcontractors or used by the Contractor for carrying its
obligations under the Agreement, including intellectual property forming part of the Works or Facility (“Work Product”)
shall be the subject of an irrevocable, royalty free, non exclusive, world wide and freely transferable and sub –
licensable license furnished or to be furnished by Contractor to the Owner in connection with the Works. To the extent
any interests in trade secrets, inventions or processes, copyrights, patents, proprietary software or other intellectual
property or proprietary rights which are utilized or created in the performance of the Work are based off the
Contractor’s pre-existing intellectual property (collectively defined as "Contractor Intellectual Property"), such
Contractor Intellectual Property shall be the property of Contractor or its Subcontractors. However, Contractor hereby
grants, and shall cause its Subcontractors and suppliers to grant, to Owner an irrevocable, perpetual, transferable,
worldwide, sub-licensable, and royalty-free license to use and reproduce the Contractor Intellectual Property for the
construction, installation, operation, maintenance, commissioning, refurbishment, replacement, modification of, or
addition to, the Works or for any other purpose whatsoever related to the requirements of the Facility. Any trade
secrets, inventions or processes, copyrights, patents, proprietary software or other intellectual property or proprietary
rights which are utilized or created in the performance of the Works (and do not form part of the Owner’s pre-existing
intellectual property), shall be jointly owned by the Owner and the Contractor.

6.3 Sub-Licensing. Owner may sub-license its rights to the Contractor Intellectual Property and such license shall be
fully assignable to Owner’s successors in interest, including without limiting the generality of the foregoing, the Facility
Lenders, any other lenders providing financing in connection with the Facility and any purchaser of the Facility or
assets of the Facility. Such license shall (a) arise upon payment for the portions of the Work leading to the creation
of the Work Product or, in the case of other Contractor Intellectual Property, upon the performance of any portion of
the Work utilizing such Contractor Intellectual Property; and (b) survive the termination of this Agreement. Contractor
shall ensure, and hereby warrants, that there is sufficient waiver of any moral rights associated with any Work or Work

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 Product (to the extent that such Work or Work Product constitutes Contractor Intellectual Property save for any Work
or Work Product relating to BOS Equipment covered by Third Party warranties pursuant to Article 8 (Warranties and
Performance Guarantee)), so as to permit any modification of a copyrighted work thereunder

6.4 Risk of Loss.

(a) Property Loss or Damage. Notwithstanding anything herein to the contrary, Contractor shall have the full
responsibility for care, custody and control of the Facility, BOS Equipment and, in accordance with Section
2.7(c), the Modules, including all equipment and materials used in connection therewith and shall bear the
risk of loss thereof until the Substantial Completion Date at which time responsibility for the care of the Facility
and the Works shall transfer to Owner without prejudice to any other rights that the Owner may have against
the Contractor under this Agreement and the Applicable Law. Except as otherwise provided in Article 8
(Warranties and Performance Guarantee) and in relation to the Contractor’s obligations during the Defect
Liability Period, if any portion of such loss or damage to the Facility occurs following the Substantial
Completion Date and prior to the Provisional Acceptance Date, then the Contractor shall replace or repair
any such loss or damage and complete the Work in accordance with this Agreement at the sole cost and
expense of Owner (unless such loss or damages were caused by Contractor or its Subcontractors, in which
case Contractor shall complete the Works or repair such loss or damage to the Facility at its expense;);
provided, however if,

(a) the Facility is destroyed, or substantially destroyed, by a Force Majeure Event, and the insurance
proceeds received (or which would have been received but for an act or omission of the Contractor) is insufficient to reinstate
the Facility; or

(b) any loss or damage occurs to the Facility and it is, in the opinion of the Owner (acting reasonably and in good
faith), not economic or commercially feasible to reinstate the Facility, taking into account the cost to reinstate
and the rights of the Facility Lenders under the financing documents,

and the Owner gives the Contractor a notice to this effect within two (2) months of the occurrence of the
relevant event, then the Contractor is not required to reinstate the Facility and the Owner may elect to
terminate this Agreement with immediate effect by giving notice to the Contractor without the need for any
other legal or judicial procedure.

(b) Responsibility for Insurance Deductibles. Contractor shall be solely responsible for payment of
deductibles under all insurance policies carried by Contractor provided that the Owner shall reimburse the
Contractor for its deductibles paid in respect of any insurance coverage that is triggered owing to any
intentional and willful act of the Owner causing damage to the Facility or to a Third Party. In respect of all
insurance policies carried by the Owner, deductibles shall be payable in accordance with the responsibility
for/ risk of loss as provided in this Agreement. Further, in respect of all insurance policies carried by the
Owner, any deductibles payable which are related to any incident directly or indirectly caused by or arising
from any acts, omission or failure of the Contractor, shall be payable by the Contractor.

6.5 Force Majeure.

(a) In the Agreement, "Force Majeure" means any event or circumstance or combination of events listed 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 unforeseeable,
commence post the issuance of the NTP, occur in India, are not within the reasonable control (directly or
indirectly) of the Affected Party and could not have been prevented and/or avoided (including any affect
thereof) by exercising reasonable skill and care or complying with Prudent Industry Standards and the
Standard of Performance or have mitigated the consequences thereof:

(i) act of God, including lightning, drought, fire and explosion (to the extent originating from a
source external to the Site), earthquake, volcanic eruption, landslide, flood, cyclone,
typhoon, or tornado, if and only if it is declared / notified by the competent state / central
authority / agency (as applicable);

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

(iii) radioactive contamination or ionizing radiation originating from a source in India or resulting
from another Force Majeure event mentioned above excluding circumstances where the
source or cause of contamination or radiation is related to the Affected Party or those
employed or engaged by the Affected Party; or

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

(i) unavailability, late delivery, or changes in cost of delivery and execution of the Works
(including consumables) or any other item of the Works;

(ii) delay in the performance of the Contractor and/or its Sub-Contractor;

(iii) non-performance resulting from normal Wear and Tear typically experienced in any item
of the Works;

(iv) strikes or labour disturbances at the facilities of the Affected Party;

(v) any seasonal weather or climatic conditions which is reasonably known and expected to
occur in the geographic area of the Site;

(vi) insufficiency of finances or funds or this Agreement becoming onerous to perform; and

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

A. negligent or intentional acts, errors or omissions;

B. failure to comply with Applicable Law; or

C. breach of, or default under, this Agreement.

(viii) any event resulting in damage to the Works where the intensity of the cause of such
damage is within the safety features of the BOS Equipment.

(c) Excused Performance. Each Party shall be excused from performance and shall not be considered to be
in default with respect to any obligation hereunder, except the obligation to pay amounts due and payable in
a timely manner, if and to the extent that its failure or delay in performance, is due to an event of Force
Majeure. To the extent not prevented by a Force Majeure event, the Affected Party shall continue to perform
its obligations pursuant to the Agreement. It is further clarified that mitigation or taking active steps to mitigate
the effect of the Force Majeure by the Affected Party shall be a condition precedent to claiming excused
performance or other relief in relation to such Force Majeure event.

(d) Notice. The Party affected by the event of Force Majeure (“Affected Party”) shall give notice of any event
of Force Majeure to the other Party as soon as reasonably practicable, but not later than 5 (five) days after
the date on which it knew or should reasonably have known of the commencement of the event of Force
Majeure, failing which the Affected Party shall be time-barred from claiming any relief in respect of such Force
Majeure event.

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 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 23 (twenty
three) hours after such reinstatement, failing which the Affected Party shall be time-barred from claiming any
relief in respect of such Force Majeure event. . 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 event of Force Majeure. The Affected Party shall also 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 such cessation.

(e) Obligation to Mitigate. To the extent not prevented by an event of Force Majeure, 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.

(f) Change Order. Subject to the provisions of this Section 6.5, the Affected Party shall be entitled for relief in
terms of the timelines contemplated under the Project Schedule for an event of Force Majeure in accordance
with Article 7 (Changes) for an extension of the Project Schedule. Notwithstanding anything to the contrary,
the Parties shall bear their own costs arising as a result of a Force Majeure event.

(g) Burden of Proof. In the event that the Parties are unable to agree that an event of Force Majeure has
occurred or performance hereunder is excused as a result thereof, the Parties shall submit the dispute for
resolution as provided under this Agreement and the Party claiming relief from Force Majeure shall have the
burden of proof as to whether such Force Majeure has occurred and whether performance hereunder is
excused as a result thereof and in accordance with the provisions of this Agreement.

(h) Extended Force Majeure. Should one or both the Parties be prevented from fulfilling their material
contractual obligations by state of Force Majeure, lasting continuously for a period of more than six (6) weeks,
the Parties shall consult each other regarding the future implementation of the Works. If a Force Majeure
Event extends for more than 3 (three) months in aggregate and the Parties have not agreed (acting
reasonably and in good faith) upon a revised basis for continuing to perform their obligations under this
Agreement due to such Force Majeure, then either Party may terminate this Agreement. In such case Owner
shall pay to the Contractor all sums due under this Agreement and the Contractor shall refund to the Owner
all payments made towards the terminated portion of this Agreement. It may be clarified that the obligation of
the Owner to pay any sums due hereunder shall arise only when the title of the corresponding Works shall
have been passed to the Owner from the Contractor in accordance with the terms of this Agreement.

6.6 Change in Law

(a) In the event that, after the Effective Date, there is a Change in Law event pursuant to which the Contractor
suffers (or will suffer) delay and/ or incurs additional costs, the Contractor will be entitled to an adjustment to
the Contract Price and/or an extension of the Project Schedule in the manner provided below.

(b) Contractor shall provide a notice to the Owner within 5 (five) Business Days of a Change in Law or within 5
(five) Business Days of Contractor becoming aware of such Change in Law or within such reasonable time
identifying the Change in Law along with (as reasonably may be practical) any effect of such Change in Law
on the Contract Price and/or Project Schedule with reasons and documentary evidence evidencing on the
impact of such Change in Law on its obligations (“CIL Notification”). Upon receipt of a CIL Notification, the
Parties shall mutually agree on the adjustment to any terms of this Agreement including any adjustment of
Project Schedule/and or the Contract Price (if any required) in accordance with Article 7 (Changes) so as to
negate any effect of such Change in Law.
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 (c) Without prejudice to Clause above, Contractor shall cooperate with the Owner in good faith to take reasonable
steps to mitigate the impact due to Change in Law before such changes become effective. Each Party shall
notify the other as soon as it becomes aware that any Change in Law may require a modification to the Works
and shall provide the other Party with such further information and assistance as such Party may reasonably
request in order to enable the Parties to comply with their obligations under this Agreement and for Owner to
comply with its obligations under the Power Purchase Agreement for the Project in respect of such
modification.

(d) It the event that, after the Effective Date, there is a Change in Law event pursuant to which the Contractor
benefits (or will benefit) in any manner (including any reduction in cost and/ or any decrease in the recurring/
nonrecurring expenditure of the Contractor), then,

(i) the Contractor shall duly intimate the Owner within 5 (five) Business Days of a Change in Law or within 5
(five) Business Days of Contractor becoming aware of such Change in Law or within such reasonable time
identifying the Change in Law along with (as reasonably may be practical) any effect of such Change in Law
on the Contract Price and/or Project Schedule; and/ or

(ii) the Parties shall mutually agree on the adjustment to any terms of this Agreement including any downward
adjustment to the Contract Price in accordance with Article 7 (Changes) so as pass on the respective benefit
to the Owner.

(e) Notwithstanding anything under this Agreement, the Owner shall have no liability for any change in Taxes, or
be otherwise liable in any manner, if and to the extent that the GST liability of the Contractor changes on
account of any interpretation/ misinterpretation by the Contractor or any dispute with the Contractor of such
applicable GST/applicable GST rates or the form and the structure adopted for this Agreement.

Article 7. CHANGES

7.1 Changes. Owner or Contractor may request Changes to the Works as provided in this Article 7, in which event one
or more of the Contract Price and/or Project Schedule may be adjusted as provided in this Article 7. Changes may
only be authorized by Change Orders issued in accordance with this Article 7 and substantially in the form of Exhibit
M (Form of Approved Change Order) (each, an “Approved Change Order”). Notwithstanding anything to the contrary
herein, Contractor’s rights under this Article 7 shall constitute the sole and exclusive remedy to Contractor for any
Changes.

7.2 Changes Initiated by Owner.

(a) If Owner desires to make a Change, it may submit an “Owner Change Order Request” to Contractor in
substantially the form of Exhibit L (Form of Owner Change Order Request).

(b) Contractor shall promptly review any Owner Change Order Request and notify Owner in writing, as promptly
as possible and no later than five (5) Business Days after receipt, of the options for implementing the proposed
Change (including, if possible, any option that does not involve an increase in the Contract Price or an
extension of the Project Schedule) and to the extent practicable based on reasonably available information
the effect, if any, each such option would have on the Contract Price and the Project Schedule. In the event
the Change is initiated by the Owner, the Contractor shall submit within five(5) Business Days after receipt of
such request from the Owner

(i) a description of the proposed Change on the scope of Works and a completion schedule for the
Works to be performed;

(ii) proposals concerning any resulting impact on the Project Schedule;

(iii) proposals for adjustments to the Contract Price based on approved rates and to the extent that such
rates do not apply, based on fair and reasonable market prices and rates; and

(iv) other amendments required to be made to this Agreement due to such Change;

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 (v) proposals concerning impact on the Specifications, Warranties and compliance with Applicable
Laws; and

(vi) any Change in Law event pursuant to which the Contractor benefits (or will benefit) in any manner
(including any reduction in cost and/ or any decrease in the recurring/ nonrecurring expenditure of
the Contractor).

(c) Any proposed increase to the Contract Price shall be reflected as a lump sum equal to the Direct Costs
Directly Caused net of any cost savings caused by the Change requested plus a mark-up of seven and half
percent (7.5%) or such other mutually agreed lower rate of mark-up, and Contractor shall include a detailed
breakdown and a written explanation of all elements of such Direct Costs with supply quotations with un-
redacted values and reasonable back-up for all Subcontractors, and such other information as Owner may
reasonably request in connection with such Change.

7.3 Changes Initiated by Contractor

(a) Circumstances Necessitating a Change. Subject to any other provision in this Agreement, in the event
Contractor suffers increase / decrease Direct Costs and/or a delay in the critical path progress of the Works,
to the extent such increased/decreased Direct Costs and/or critical path delay is Directly Caused exclusively
by any of the following circumstances, then Contractor shall, subject to the other requirements of this Article
7, be entitled to issue a Contractor Change Order Notice pursuant to Section 7.3(b) and, if approved by
Owner, an Approved Change Order extending the Project Schedule for any affected portions of the Works
and/or increasing the Contract Price so as to equitably compensate Contractor for additional demonstrable
Direct Costs and/or critical path delay incurred or experienced by Contractor as Directly Caused by such
circumstances to the extent solely attributable to the Owner and where not contributed to by the Contractor:

(i) Delay in provision of Site Access due to an act or omission of the Owner;

(ii) Not used;

(iii) Not used;

(iv) Subject to Section 6.5, occurrence and continuance of Force Majeure event or damage caused to
the works due to the occurrence of any Force Majeure event;

(v) Subject to Section 4.1(g), delay in the delivery of the Modules from the Guaranteed Delivery Date of
Module;;

(vi) Delay in achieving Commissioning Completion and/or subsequent milestones solely due to delay in
completion and/ or Defect in Transmission Line;

(vii) Subject to Section 6.6, any Change in Law that prevents the Contractor from performing its
obligations under this Agreement;

(viii) Owner’s direction to extend the Project Schedule by suspending the Works pursuant to Section 12.6;

(ix) Changes by the Owner to the requirement under the Project Document as on the Effective Date
(excluding anything covered under the Exhibits and/or Schedules to this Agreement), provided that
the procedure for Contractor to submit Contractor Change Order Notices related to changes in the
Project Documents shall be as described in Section 7.5; and

(x) Any discovery of the Contractor as specified under Sections 2.3(c)(ii) and Section 2.3(c)(iv)(A).

Exclusively in case Contractor is entitled to issue a Contractor Change Order Notice as above, the Parties
shall mutually agree on the additional price to be allowed to the Contractor amicably Contractor shall use
commercially reasonable endeavors to minimize the Direct Costs, and the impacts to the Project Schedule,
resulting from any of the foregoing circumstances. Submission of documentary evidence of such steps
undertaken (or a justification that there are no steps possible to mitigate) shall be a condition precedent to
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 receipt of an Approved Change Order by the Contractor.

(b) Procedure for Changes Initiated by Contractor.

(i) Should Contractor become aware of any circumstances which Contractor has reason to believe may
necessitate a Change in accordance with Section 7.3(a), Contractor shall submit a preliminary written
notice to Owner promptly and in any event no later than the earlier of (i) three (3) Business Days after
becoming aware of such circumstances; or (ii) the date it should have been aware (acting as a
prudent Contractor). This shall be followed by providing subsequent information in substantially the
form of Exhibit AB (Form of Contractor Change Order Notice) (a “Contractor Change Order Notice”)
within a period of fifteen (15) Business Days from the time of the Contractor having submitted the
preliminary written notice to Owner.

(ii) All Contractor Change Order Notices shall include, to the extent practicable, documentation sufficient
to enable Owner to determine (A) the factors necessitating the possibility of a Change, (B) the impact
which the Change is likely to have on the Contract Price, reflected as a lump sum equal to the Direct
Costs Directly Caused by the proposed Change (if and to the extent Owner’s suspension or slowing
the Work pursuant to Section 12.6 results in the Guaranteed Substantial Completion Date being
delayed), along with a mark-up as mutually agreed between the Parties , a detailed breakdown and
a written explanation of all elements of such Direct Costs, with supply quotations with un-redacted
values and reasonable back-up for all Subcontractors, (C) the impact which the Change is likely to
have on Contractor’s compliance with the Project Schedule, if any, and (D) such other information
which Owner may reasonably request in connection with such Change.

(iii) If Contractor fails to provide a Contractor Change Order Notice to Owner within the time period
stipulated above, then notwithstanding anything in this Article 7 (Changes) to the contrary, Contractor
shall be deemed to have waived any right to receive an Approved Change Order based upon such
occurrence or circumstance.

(iv) Owner shall, in its sole discretion, either (A) issue an Approved Change Order for circumstances
described in Section 7.3(a) arising prior to Substantial Completion and which are the basis of a
Contractor Change Order Notice submitted prior to Substantial Completion or (B) inform Contractor
in writing of Owner’s rejection of any applicable Contractor Change Order Notice and provide Owner’s
rationale for such rejection.

(v) If Contractor fails to object in writing to Owner’s rejection of such Contractor Change Order Notice
within ten (10) Business Days, then notwithstanding anything in this Article 7 (Changes) to the
contrary, Contractor shall be deemed to have waived any right to receive an Approved Change Order
based upon such occurrence or circumstance detailed in the Contractor Change Order Notice.

(vi) Unless otherwise stated by Owner in writing or in the event of an emergency that poses an immediate
threat to life or property, any Works outside the Work defined in this Agreement performed by
Contractor prior to its having received an Approved Change Order from Owner shall be at
Contractor’s sole risk and expense.

(vii) No Contractor Change Order Notice initiated by Contractor shall be effective until Owner has issued
an Approved Change Order signed by both Contractor and Owner.

7.4 Changes Involving Project Schedule Extensions. Notwithstanding anything to the contrary herein, any Approved
Change Order modifying any date in the Project Schedule shall only modify such date(s) by a number of days or
portions thereof, at a maximum, equal to the number of days or portions thereof of actual delay or relief, as applicable,
Directly Caused to the actual critical path of the Works at the time of the event giving rise to the Approved Change
Order and only to the extent that such delay or relief to the critical path progress of the Works has been demonstrated
to Owner’s satisfaction Notwithstanding anything else in this Agreement, where more than one event (or the impact
of more than one event) causes concurrent delays and the cause of at least one of those events, but not all of them,
is not an event for which the Contractor is entitled to an extension of time in Project Schedule, then to the extent that
the delay impact is concurrent, Contractor is not entitled to an extension of time in Project Schedule for that period of
time when such delay impacts are concurrent.

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7.5 Changes to the Contract Price. For any impact to the Contract Price proposed by Contractor in connection with
any Contractor Change Order Notice or Owner Change Order Request, Contractor shall supplement its analysis
under Section 7.2 or Section 7.3, as applicable, with such other information as Owner may reasonably require. The
amount of an increase or decrease in the Contract Price, if any, resulting from a Change shall be determined and be
included in the Approved Change Order, if any, as follows:

(a) in a lump sum amount proposed by Contractor and accepted by Owner;

(b) if Owner does not accept the lump sum amount proposed by Contractor, then by unit prices agreed upon by
the Parties; or

(c) If neither of the methods set forth in Sections 7.5(a) and 7.5(b) is agreed upon after good faith negotiation by
the Parties, Contractor shall provide Owner with such purchase order, invoices, Subcontractor quotes and
other documents and records as Owner may require to verify, to its satisfaction, Contractor’s incremental
Direct Costs or savings of effecting such Change (or Directly Caused by the event necessitating such
Change). All equipment, materials, labor, equipment rental and other items associated with such Change
shall be purchased by Contractor at competitive market prices or, where such items are removed from the
Works, deducted from the Contract Price based on competitive market prices. The Owner will, pay to the
contractor compensation to the Contractor at mutually agreed price of such items basis the Contractor’s
additional Direct Costs or savings.

7.6 Continued Performance Pending Resolution of Disputes. Notwithstanding any pending resolution of any dispute
with respect to a Change, Contractor must proceed, upon written notice from Owner, with the performance of any
Change in an Approved Change Order.

7.7 Contractor’s Obligation to Maintain Records of Direct Costs. Contractor shall provide all documents related to
Direct Costs incurred by Contractor in connection with the performance of any Change Order, as per the direction /
order by the applicable Governmental Authority.

7.8 Unless otherwise expressly stated in the Change Order, Change Orders issued pursuant to this Article 7 shall
constitute a full and final settlement and accord and satisfaction of all effects of the Change and shall be deemed to
compensate Contractor fully for such Change. Accordingly, unless otherwise expressly stated in such Change Order,
Contractor expressly waives and releases any and all right to make a claim or demand or to take any action or
proceeding against Owner for any other consequences arising out of, relating to, or resulting from such Change
whether the consequences result directly or indirectly from such Change, including any claim or demand for damages
due to delay, disruption, hindrance, impact, interference, inefficiencies or extra work arising out of, resulting from, or
related to, such Change (including any claims or demands that any Change Order or number of Change Orders,
individually or in the aggregate, have impacted the unchanged Work).

Article 8. WARRANTIES AND PERFORMANCE GUARANTEE

8.1 BOS Equipment Warranties. The following minimum warranties inclusive of the cost for repair or replacement, as
well as any cost related to shipping, installation and uninstallation shall be applicable to the BOS Equipment (including
Major BOS Equipment) from the Substantial Completion onwards (“BOS Equipment Warranties”):

(a) Inverters shall have a minimum product guarantee for five (5) years which as an option shall be extendable
to 10 years against payment by the Owner of associated warranty extension cost;

(b) Mounting structure shall have a minimum warranty of ten (10) years;

(c) Five (5) years for all major components including MV and HV transformers, MV and HV switchgear, junction
boxes;

(d) All further relevant warranties shall be given back-to-back with the manufacturer; and

(e) A general construction and installation warranty covering all of the Facility for minimum period of two (2) years
including for storm/tempest for wind speed not exceeding as per agreed Technical Specifications.

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 It must be ensured that the above warranties set out sufficient timing constraints for the Contractor to remedy Defects,
in order to ensure availability and timely replacement or repair of BOS Equipment compatible with the Performance
Guarantee of the Facility during the Defect Liability Period. In the event, the Contractor replaces/ repairs a part of the
BOS Equipment due to a Defect, the Warranty period for that part shall be extended by 1 (one) year from the date
that the part was replaced/ repaired, subject to an overall limit of 1 (one) year for that repaired/replaced part after the
expiry of the original Warranty Period.

The Contractor shall assign the security against warranty as received from agreed list of manufacturers as set out in
Exhibit N (Securities of Manufacturers) in the name of the Owner as a requisite for Final Acceptance.

8.2 Module Warranty. Owner shall have the right under the Module Supply Agreement to enforce the Module Warranties;
however, the Contractor will provide all reasonable support (including relevant documentation) regarding Module
Warranties provided by the Module Supplier as required by the Owner regarding any Module Defects found up until
the completion of the Final Acceptance. The Parties will adopt the procedure detailed under Section 2.8(c) in relation
to the enforcement of the Module Warranty.

8.3 Defect Liability Period and Defects.

(a) Defect Liability Period.

(i) The defect liability period for the Works shall start on the date of Substantial Completion and shall
end sixty (60) months from and excluding Substantial Completion Date (“Defect Liability Period”).
During the Defect Liability Period, the Contractor shall attend the site and rectify any and all Defects
to the Works at its own risk and cost. If the Contractor replaces/ repairs a part due to a Defect, the
Defect Liability Period for that part shall be extended by twelve (12) months from the date that the
part was repaired/ replaced, subject to an overall limit of twelve (12) months after the expiry of the
original Defect Liability Period. The Contractor shall also be obliged to rectify any proven Serial
Defects. The Contractor shall be responsible for remedying any Latent Defects that may surface in
the Works until the expiry of seven (7) years from and excluding the final Commissioning Completion
Date.

(ii) Contractor warrants that it shall remedy any breach of the BOS Equipment Warranties occurring
within the Defect Liability Period, as may be extended in accordance with Section 8.3(a). Until
expiration of the Defect Liability Period, if Contractor discovers any Defective BOS Equipment or any
breach of warranty in relation to any BOS Equipment covered by the BOS Equipment Warranties, it
shall promptly (and in any event within five (5) days of discovery thereof) notify Owner in writing.
Upon knowledge or notice of any breach of the BOS Equipment Warranties during the Defect Liability
Period, Contractor shall perform all Warranty-related obligations arising from such breach (and the
Owner shall provide to the Contractor in a timely manner all necessary authorizations reasonably
required in this respect), and (A) if already installed, disconnect and extract BOS Equipment from the
Facility, (B) inspect any such repaired or replacement BOS Equipment that is provided by the relevant
supplier, (C) install and incorporate any such repaired or replacement BOS Equipment into the Work,
and (D) otherwise remedy any breach of the BOS Equipment Warranties. If not already obtained from
the relevant supplier in favor of Owner or if otherwise required pursuant to the terms of any BOS
Equipment Warranties, Contractor shall assign any then surviving BOS Equipment Warranties
together with any security against warranty as received from agreed list of manufacturers as set out
in Exhibit N (Securities of Manufacturers) in the name of the Owner to the Owner upon expiration of
the Defect Liability Period. This shall be a condition for the release of the Performance Security by
the Owner.

(b) Defects.

(i) Recurring Defects. For any specific item of BOS Equipment at the Facility, if, during the Defect
Liability Period, Component Failure has occurred and/or such item has been otherwise determined
to be Defective two (2) or more times, then Contractor shall be required to (A) investigate the root
cause of such defect and (B) replace defective item of BOS Equipment with a new, unused and
undamaged replacement item of BOS Equipment and provide evidence to Owner that the root cause
of the Defects and/or Component Failures experienced with respect to such item of BOS Equipment

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 has been eliminated and that the Defect has been remedied in a definitive fashion by such
replacement. If Contractor fails to perform its obligations set forth in this Section 8.3(b)(i) in a diligent
manner and within fifteen (15) days following notice from Owner of the occurrence of the
circumstances described herein, then, including in circumstances where the Defect Liability Period
has expired, Owner shall be entitled to (A) engage another contractor or Subcontractor to perform
such obligations, and (B) receive, upon request, reimbursement from Contractor or exercise its set-
off rights against payments due to the Contractor, subject to Sections 9.1 and 9.4, for all Liabilities
incurred by Owner arising from or relating to Contractor’s failure to fulfill its obligations hereunder.

(ii) Serial Defects. The Contractor shall be required to remedy any proven Serial Defects during the
Defects Liability Period. A defect is considered to be a Serial Defect when the same defect occurs on
the following Serial Defect threshold percentages:

Serial Defect
BOS Equipment Serial Defect threshold %
MMS Tables (Wp x Nos.) 5%
SCB 5%
Connectors 5%
Inverter (MVA) 10%
Inverter Duty Transformer (MVA) 20%
MV Panels 20%
DC Cu Cables (KM) 20%
DC Al Cables (KM) 20%
AC Cables (KM) 20%

In each of the foregoing cases, if the above mentioned threshold (as expressed in percentage terms above)
of the relevant equipment contains the same Defect, the Contractor shall perform or cause to be performed
a root cause analysis with respect thereto within five (5) days following notice from Owner of such
circumstances. Unless Contractor establishes that such Defect will not occur in other pieces of similar BOS
Equipment in the Facility, Contractor shall promptly correct, repair, re-design or replace and install all such
BOS Equipment (whether or not any such BOS Equipment has suffered Component Failure or exhibited
the Defect) in the Facility, except for such BOS Equipment which Contractor has established will not be
Defective.

8.4 Performance Guarantee.

(a) Contractor guarantees that the Measured Performance Ratio of the Facility shall meet the Guaranteed
Performance Ratio according to Exhibit H (Performance Test Protocol) (the “Guaranteed Performance” or
“Performance Guarantee” or “Guaranteed PR”) at Substantial Completion Scheduled Date and for the first
two years of Defect Liability Period. Guaranteed Performance ratio is equal to 98.5% of the Expected
Performance Ratio (“Expected PR”), where Expected PR is the performance ratio modelled by PVSyst as
calculated in Exhibit H (Performance Test Protocol).

(b) Contractor will perform the following Performance Tests (“PR Test”) as per Exhibit H (Performance Test
Protocol):

(A) "Substantial Completion Performance Test" is the test that has to be conducted by
Contractor after Commissioning Completion and prior to Substantial Completion, to (i)
measure the actual performance ratio (PR) of the Facility prior to Substantial Completion
(Substantial Completion Measured Performance Ratio), (ii) assess the expected
performance ratio of the Facility over the same Test Period (Substantial Completion
Expected Performance Ratio) and (iii) compare actual and Guaranteed PR of the Facility.;

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 (B) "First Year Performance Test" is the test that has to be conducted by Contractor to (i)
measure the actual performance ratio (PR) of the Facility over one whole year, starting
from Substantial Completion date and ending on 1st anniversary of Substantial Completion
date (Year 1 Measured Performance Ratio), (ii) assess the expected performance ratio of
the Facility over the same Test Period (Year 1 Expected Performance Ratio) and (iii)
compare actual and Guaranteed PR of the Facility. and

(C) "Second Year Performance Test" is the test that has to be conducted by Contractor to (i)
measure the actual performance ratio of the Facility over one whole year, starting from 1st
anniversary of Substantial Completion date and ending on 2nd anniversary of Substantial
Completion date. (Year 2 Measured Performance Ratio), (ii) assess the expected
performance ratio of the Facility over the same Test Period (Year 2 Expected Performance
Ratio) and (iii) compare actual and Guaranteed PR of the Facility.

It is being clarified that no separate test with respect to demonstration of any losses will be conducted by the
Contractor unless mutually agreed by the Parties.

(c) Substantial Completion Performance Test:

(i) If, by Substantial Completion Scheduled date, Substantial Completion Measured Performance Ratio
(PRmeas_sc) is equal to or greater than Substantial Completion Guaranteed Performance Ratio
(PRguar_sc) , then Substantial Completion is achieved.

(ii) If by Substantial Completion Scheduled date, Substantial Completion Measured Performance Ratio
(PRmeas_sc) is lower than Substantial Completion Guaranteed Performance Ratio (PRguar_sc) but
equal to or greater than Substantial Completion Minimum Performance Ratio (PRMin), where PRMin
is equal to 95% of Substantial Completion Expected Performance Ratio, then Substantial Completion
is achieved and Owner shall withhold provision for Year 1 Performance Liquidated Damages, as per
Article 8.8.

(iii) If by Substantial Completion Scheduled date, Contractor has not been able to prove that Substantial
Completion Measured Performance Ratio (PRmeas_sc) is equal to or greater than Substantial
Completion Minimum Performance Ratio (PRMin), then Substantial Completion PR tests are not
passed. Contractor shall remedy and retry. Delay Liquidated Damages will apply until tests are
passed.

(1) If, Substantial Completion Measured Performance Ratio

(PRmeas_sc) is equal to or greater than Substantial Completion Guaranteed Performance Ratio (PRguar_sc) ,
then Substantial Completion is achieved

(2) If Substantial Completion Measured Performance Ratio

(PRmeas_sc) is lower than Substantial Completion Guaranteed Performance Ratio (PRguar_sc) but equal to or
greater than Substantial Completion Minimum Performance Ratio (PRMin), where PRMin is equal to 95% of
Substantial Completion Expected Performance Ratio, then Substantial Completion is achieved and Owner shall
withhold provision for Year 1 Performance Liquidated Damages, as per Article 8.8.

(iv) If by the time Delay Liquidated Damages cap is reached, Contractor has not been able to prove that
Substantial Completion Measured Performance Ratio (PRmeas_sc) is equal to or greater than
Substantial Completion Minimum Performance Ratio (PRMin), then Owner has the right to reject the
Facility pursuant to the provisions of Section 12.8(b).

(v)

As an exception, against a genuine request from the Contractor for any such requirements which
cannot be practically completed by the time Delay Liquidated Damages cap is reached, Owner may
provide an extension to the Contractor for the rectification of the defect and to achieve the Minimum
Performance Ratio. The Contractor will compensate the Owner for equivalent generation loss
corresponding to the shortfall in the Guaranteed Performance incurred by Owner for such extended

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 period.

The Contractor shall ensure that the operation and maintenance of the Facility is done in accordance
with the scope of services agreed under the O&M Contract for this extended period of the Substantial
Completion Performance Test and any cost(s) and expense(s) in relation to the same shall be solely
borne by the Contractor.

(d) If the Facility fails to meet the Performance Guarantee during either the performance tests for First Year
Performance Test, or the Second Year Performance Test as per the process set out in Exhibit H (Performance
Test Protocol) and this Article 8, the Owner shall notify the Contractor in writing and the Contractor shall pay
an amount equal to the applicable performance liquidated damages amounts set forth under Section 8.8 (the
“Performance Liquidated Damages”) within twenty-one (21) working days of receipt of such notice, and late
payments shall bear interest after fifteen (15) days of due date at the Interest Rate. At Owner’s option, the
Performance Liquidated Damages may be set off by Owner from any payments due from Owner to Contractor
and may also be appropriated against the Advance Payment Security, Performance Security or the Warranty
Security. The Performance Liquidated Damages are not subject to any reduction.

8.5 Not Used

8.6 The final tests report will be produced by the Contractor within three (3) calendar days from end of the Testing Period
for Substantial Completion Performance Test and within seven (7) calendar days from end of Testing Period for First
Year Performance Test and Second Year Performance Test. If the Substantial Completion Performance Test is not
performed on expected dates as per the provision of Section 8.4, for reasons attributable to Contractor, they will be
deemed not having reached the Minimum Performance Ratio.

8.7 In case of shortfall against the Guaranteed PR wherein actual performance ratio is not meeting the Guaranteed PR
due to a claimed Module Defect, the Owner and Contractor shall mutually appoint a third-party testing agency to
assess the module degradation, and the report of this appointed third party shall be acceptable to both the Parties
and Contractor shall not be held liable for any drop in the performance ratio to the extent such drop in performance
ratio is solely attributable to Modules Defect. The cost of such third-party appointment shall be initially borne by the
Contractor. In case, the shortfall is established to solely be due to the Modules, the third-party appointment costs
shall be reimbursed by the Owner at actuals, otherwise the cost initially paid by the Contractor shall not be reimbursed
by the Owner. Accordingly, after the receipts of the reports form the lab/third party, such performance ratio test results
would be adjusted in line with the report and decision on the Facility acceptance / rejection /imposition of Performance
Liquidated Damages would be taken accordingly in terms of the provisions of this Agreement. In the event of the
short performing Modules, Owner reserves the right for replacement of the same and in such case, the Contractor
shall carry out the installation works at mutually agreed commercial terms.

8.8 Performance Liquidated Damages

Subject to the provision of Section 8.7, the performance liquidated damages shall be leviable in accordance with the
table below (“Performance Liquidated Damages”):

Event Performance Liquidated Damages Detailed Formula

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 PRmeas_sc < PRguar_sc Provision for Year 1 Performance As set out in Exhibit H
Liquidated Damages (Performance Test Protocol)

First Year Performance Test fails Performance Liquidated Damages As set out in Exhibit H
amounting to the generation loss over (Performance Test Protocol)
the test period (including the
extended period of the Substantial
Completion Performance Test as
applicable) @PPA rate of INR XXX
according to the loss in Guaranteed
Performance Ratio assessed through
the First Year Performance Test

Second Year Performance Test fails Performance Liquidated Damages As set out in Exhibit H
amounting to generation loss over the (Performance Test Protocol)
test period @PPA rate of INR XXX
according to the loss in Guaranteed
Performance Ratio assessed through
the Second Year Performance Test;

plus

Liquidated Damages amounting to

5% of the Contract Price per 1% loss
in Guaranteed Performance Ratio
assessed through the Second Year
Performance Test

The Parties agree that the Performance Liquidated Damages contemplated in this Section 8.8 are a genuine and
reasonable pre-estimate of the loss and damages to be sustained by the Owner as a result of the failure of the
Contractor to fulfill its obligations under the Agreement and Parties agree that such Performance Liquidated Damages
shall not be considered as Indirect or consequential damages.

At Owner’s option, Performance Liquidated Damages may be set off by Owner from any payments due from Owner
to Contractor and may also be appropriated against the Performance Security, Advance Payment Security, Warranty
Security, or the Parent Guaranty. The Performance Liquidated Damages are not subject to any reduction. Contractor
hereby waives any right it may have under Applicable Laws to avoid or reduce the amount of the Performance
Liquidated Damages, including any right to request a court to reduce the Performance Liquidated Damages on the
grounds that they are manifestly excessive or that Contractor has partially performed its contractual obligations

8.9 The total amount of Performance Liquidated Damages for shortfall in the Guaranteed Performance Ratio will not
exceed 25% of the Contract Price (“Performance Liquidated Damages Cap”). The Owner shall be entitled to
appropriate the Performance Security for payment of the Performance Liquidated Damages due and payable by the
Contractor to the Owner under this Agreement.

8.10 Warranties and Performance Guarantee Separate and Independent. Contractor’s Warranties are separate and
independent of one another and separate and independent from the Performance Guarantee. There may be a breach
of one of the Warranties whether or not one or more of the Warranties have been satisfied, and whether or not the
Facility is performing in accordance with the Performance Guarantee.

8.11 Assignment of Warranties. It is clarified that the Warranties will continue to be for the benefit of the Owner or its
subsequent transferees, successors, assigns, new shareholders and owner including where the Facility is sold to
another entity by way of sale, asset transfer or business transfer. The Contractor shall ensure that a similar benefit
shall be extended to the Owner in relation to the Sub-Contractor Warranties.

8.12 The Contractor acknowledges that all forms of Liquidated Damages, Advance Payment Security, Performance
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 Security, Parent Guarantee and Warranty Security are reasonable, foreseeable and not in the nature of penalties

Article 9. LIMITATIONS ON LIABILITY

9.1 Contractor’s Aggregate Limit of Liability.

(a) The Contractor’s total aggregate liability arising out of or relating to this Agreement from any and all causes
(including Delay Liquidated Damages and Performance Liquidated Damages payable hereunder and all
claims under the Performance Guarantee described in this Agreement), based on contractual liability shall
be 100 % (one hundred percent) of the Contract Price.

(b) Notwithstanding anything contained in the paragraph above, in case of rejection of the Facility as provided
under this Agreement, the Contractor’s maximum liability shall be capped to 110% (one hundred and ten
percent) of the Contract Price.

(c) It is further clarified that the cost of Modules is excluded from the Contractor’s liability cap. The cost of
dismantling and handling over of Modules and the Site is in the Contractor’s scope and shall be in addition to
this maximum liability cap.

(d) Notwithstanding the foregoing, the limitation of liability set forth in this Section 9.1 shall not apply to:

(i) any claim arising out of Contractor’s gross negligence, deliberate default, willful misconduct or fraud
or a breach of the Applicable Law;

(ii) indemnity claims arising out of personal injury or death or damage to Third Party property or any
claim arising out of infringement or alleged infringement of Third Party intellectual property rights;

(iii) any deductible, excess or additional cost or expense in respect of insurance as under Section 6.4(b);

(iv) liability of the Contractor in respect of any of its Defect rectification obligations;

(v) any claim or loss arising on account of the Contractor’s abandonment of the Works;

(vi) any liability of the Contractor pursuant to its Tax-indemnification obligations under this Agreement;

(vii) any claim or loss arising from the Contractor’s breach of Section 14.3 of this Agreement; and

(viii) any liability under Applicable Laws which cannot be limited.

(e) The Liabilities satisfied by the proceeds of insurance (or which would have been satisfied but for the act,
omission or default of the Contractor) shall not count towards the liability cap of the Contractor. The liabilities
due from the Contractor shall be calculated net of insurance proceeds actually received against claims for the
reasons attributable to the acts of omissions and default of the Contractor, provided overall liability in such
cases works out to be in excess of 100% (one hundred percent) of the Contract Price.

9.2 Owner’s Aggregate Limit of Liability. The Owner’s total aggregate liability arising out or relating to this Agreement
from any and all causes based on contract, tort (including negligence), strict liability or any and all causes, based on
contractual liability shall be 100% (one hundred percent) of the Contract Price. Notwithstanding the foregoing, the
limitation of liability set forth in this Section 9.2 shall not apply to (a) any claim arising out of Owner’s gross negligence,
willful misconduct or fraud; and (b) any statutory fees in relation to Owner obligations related to Permits including
fines or penalties adjudged by the appropriate Governmental Authority against the Owner in relation to a default in
respect of the Owner’s obligations relating to the Permits; (c) cost specifically agreed apart from the Contract Price
under the provisions of the Agreement; and (d) indemnity claims arising out of personal injury or death or damage to
Third Party property.

9.3 Contractor’s Limit of Liability for Liquidated Damages.

Except as agreed under Section 4.12(b) of the Agreement, the Contractor’s aggregate liability for:
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 (i) Delay Liquidated Damages shall not exceed the Delay Liquidated Damages Cap

(ii) Performance Liquidated Damages shall not exceed the Performance Liquidated Damages Cap; and

(iii) Delay Liquidated Damages and Performance Liquidated Damages shall not exceed the Overall
Liquidated Damages Cap

9.4 Direct and Consequential Damages. Notwithstanding anything to the contrary mentioned in this Agreement, neither
Party shall be responsible to the other Party for special, indirect, incidental, punitive, exemplary or consequential
damages of any nature whatsoever, lost profits, including losses or damages caused by reason of loss of use, loss
of profits or revenue, interest charges (except as expressly provided herein), loss of bonding capacity, cost of capital
or claims of customers damages suffered or incurred by such other Party in connection with this Agreement provided,
however, that the following damages shall not be subject to the limitation of consequential damages under the terms
of this Section 9.4 (a) damages arising from either Party’s fraud, gross negligence or willful misconduct; and (b) any
claim or loss arising from the Contractor’s breach of Section 14.3 of this Agreement. It is clarified that notwithstanding
anything stated herein, any and all Liabilities associated with or arising out of any actions/ claims made by Third
Parties (to be indemnified pursuant to Article 10 (Indemnification) of this Agreement) shall be treated as a direct loss/
damage for the Party receiving such claim and shall not be treated as special, indirect, incidental, punitive, exemplary
or consequential damages.

Article 10. INDEMNIFICATION

10.1 General Indemnity.

(a) To the fullest extent permitted by Applicable Laws but subject to Article 9, Contractor shall fully indemnify and
hold harmless Owner, and/or its Affiliates and/or their directors, officers, shareholders, partners, agents and
employees (collectively, the “Owner Indemnified Parties”) from and against Liabilities incurred by any Owner
Indemnified Parties in connection with or arising from:

(i) any breach of this Agreement by the Contractor (provided however that in respect of any Delay
Liquidated Damages and/or Performance Liquidated Damages, the Contractor’s obligations to
indemnify shall be subject to and limited to the extent of liability set out in Section 9.3);

(ii) any claim for physical damage to or physical destruction of Third Party property (including any
damage or physical destruction caused to road infrastructure or on account of damage to road
infrastructure);

(iii) death of or personal injury to any person resulting from the any act and/or omission of the Contractor
or Subcontractor or their respective agents and employees, or any other Liabilities arising out of the
negligent, wilful, reckless or otherwise tortious acts or omissions of Contractor or any Subcontractor
or their respective agents or employees;

(iv) any claim of Third Party arising out of the breach of Contractor's obligations pursuant to this
Agreement, and any infringement or alleged infringement of any Third Party intellectual property;

(v) disruption to existing utilities or services due to an act or omission of the Contractor or Subcontractor
or their respective agents or employees;

(vi) any claim against Owner Indemnified Parties arising out of any violation of any Applicable Laws by
Contractor or any Subcontractor or their respective agents or employees;

(vii) any claim against Owner Indemnified Parties arising out of any claims filed by any employees or
agents of Contractor or its Subcontractors;

(viii) any claim against Owner Indemnified Parties asserted by Subcontractors;

(ix) any fees levied by a Governmental Authority due to breach by the Contractor of any Permit; and

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 (x) any act or omission of Contractor or its Subcontractors which causes an Owner Indemnified Party
the total or partial revocation of any BOS Equipment Warranties or Module Warranty or
Subcontractor’s Warranty provided pursuant to Section 8.1.

(xi) all losses arising from Contractor’s failure to pay Taxes for which it is responsible hereunder (including
its income Taxes);

(xii) all losses that would have otherwise been covered by insurance but for Contractor’s failure to obtain
and maintain the insurance coverage required of it under this Agreement or Contractor’s failure to
duly pursue a claim under, or to duly comply with, any relevant insurance policy.

(b) To the fullest extent permitted by Applicable Laws but subject to Article 9, Owner shall fully indemnify and
hold harmless Contractor and its directors, officers, shareholders, partners, agents and employees, and the
Affiliates of the same (collectively, the “Contractor Indemnified Parties”) from and against Liabilities incurred
by any Contractor Indemnified Parties in connection with or arising from

(i) any claim for physical damage to or physical destruction of Third Party property, or death of or
personal injury to any person, or other Liabilities, in each case arising out of the negligent acts or
omissions of Owner or its agents or employees;

(ii) any claim of Third Party arising out of the breach of Owner's obligations pursuant to this Agreement;

(iii) any claim against Contractor Indemnified Parties arising out of any violation of any Applicable Laws
by Owner or any of its respective agents or employees; and

(iv) any fees levied by a Governmental Authority due to breach by the Owner of any Permit.

10.2 Intellectual Property Indemnity.

(a) Contractor Representation and Warranty. Contractor represents and warrants to Owner that provision of
supply and services as under this Agreement by the Contractor shall not infringe any patent, patent pending,
trademark, trade secret, proprietary information, knowhow, copyright, moral right, unpatented invention or
any other intellectual property rights (hereinafter referred to separately and collectively as “Proprietary
Interest”). Save and except in respect of the manufacture of Modules, Contractor further represents and
warrants to Owner and its successors in interest that Contractor’s manufacture, installation, maintenance or
repair of the Facility and that Owner’s use or sale of any portion of the Facility does not and will not infringe
upon any Proprietary Interest. Contractor understands that Owner is relying upon the experience, skill and
knowledge of Contractor with respect to the Facility and Owner makes no representation or warranty that
Contractor will be safe from any claims for infringement of any Proprietary Interest in manufacturing, installing,
maintaining or repairing the Facility as required under this Agreement.

(b) Contractor Indemnification. Contractor agrees to indemnify, defend, and hold harmless Owner Indemnified
Parties from and against any and all Liabilities that any Owner Indemnified Party may hereafter suffer or pay
out by reason of any breach of representation and warranty given in Section 10.2(a), including any
infringement or use of any Proprietary Interest which may occur in connection with Contractor’s or any
Subcontractor’s performance of the Works pursuant to this Agreement and ownership or use of any portion
of the Facility.

(c) Defense of Proprietary Interest Claim. Contractor shall, at its sole expense, promptly defend against any
claim or action contemplated by Section 10.2(b), unless directed otherwise by Owner in writing.

(d) Substitution of BOS Equipment. Contractor shall have the right, in order to avoid such claims or actions,
in each case at its sole expense, to substitute non-infringing equipment or processes, or to modify such
infringing BOS Equipment or processes or the Facility so they become non-infringing, or to obtain the
necessary licenses to use the infringing BOS Equipment or processes, provided that such substituted or
modified BOS Equipment or processes meet all the requirements of, and are subject to all the provisions of
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 this Agreement. Contractor shall not be relieved of any obligations under this Agreement as the result of a
substitution of BOS Equipment.

(e) Removal of Injunction. If Owner is enjoined from completion of the Facility or any part thereof, or from the
use, operation or enjoyment of any portion of the Facility, the BOS Equipment, or any part thereof as a result
of any claim, legal action or litigation of the type described in Section 10.2(b), Contractor shall promptly
arrange, in each case at no cost to Owner, to have such injunction removed, or, with advanced written
approval from Owner, to substitute non-infringing BOS Equipment or processes, or to modify such infringing
BOS Equipment or processes or the Facility so they become non-infringing, provided that Owner may, at its
option and without thereby limiting any other right it may have hereunder or at law or in equity, require
Contractor to supply, equipment not subject to such injunction and not infringing any Proprietary Interest or
to remove all such BOS Equipment and refund the cost thereof to Owner or to take such steps as may be
necessary to ensure compliance by Owner with such injunction, all to the satisfaction of Owner and all without
cost or expense to Owner.

10.3 Environmental Indemnity. Notwithstanding any other provision hereof, Contractor shall fully indemnify, defend and
hold harmless Owner Indemnified Parties from and against all Liabilities arising out of or relating to any violations of
any Environmental Laws including, without limitation:

(a) the use of Hazardous Materials by Contractor or its Subcontractors in connection with the performance of the
Works which includes the storage, transportation, processing or disposal of such Hazardous Materials or
other Hazardous Condition by Contractor or its Subcontractors;

(b) any unauthorized Release of a Hazardous Material in connection with the performance of the Works by
Contractor or a Subcontractor;

(c) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority
because of an alleged, threatened or actual violation of any Applicable Laws by Contractor or a Subcontractor
with respect to the use or Release of Hazardous Materials or Hazardous Conditions in connection with the
performance of the Works (other than where the steps to remediate the same are discussed and mutually
agreed between the Contractor and the Owner under Section 2.3(c); in which case the Contractor shall be
liable to indemnify the Owner Indemnified Parties if the remediation actions were to be under taken by the
Contractor but Contractor failed to do so); and

(d) the presence or existence of Hazardous Materials brought onto the Site by Contractor or its Subcontractors.

10.4 Removal of Liens. Contractor shall not, and shall cause its Subcontractors not to, place or permit to be placed any
liens, security interests or other encumbrances on the Site or the Facility, except where such liens arise directly from
Owner’s failure to make payments due and owing to Contractor or are created by Owner. If any lien or encumbrance
is filed against the Site or the Facility by Contractor, any of its Subcontractors or any other party in violation of the
terms of this Agreement, Contractor shall immediately discharge or make provision thereof by a bond or other security
acceptable to Owner and any Facility Lender. Without limiting Owner’s right to indemnification under Section 10.1, if
Contractor fails to take such action in a manner satisfactory to Owner within five (5) Business Day after receipt of a
demand from Owner to do so, Owner has the right, at Owner’s option, without notice to Contractor, to discharge, pay
or settle such lien or encumbrance, and Contractor shall, within five (5) days of receipt of a request by Owner,
reimburse Owner for all reasonable costs and expenses incurred by Owner in connection therewith. Notwithstanding
any other provision hereof, Contractor shall indemnify, defend and hold harmless the Owner Indemnified Parties from
and against any and all Liabilities arising out of or relating to any lien or encumbrance filed against the Site or Facility
in violation of the terms of this Agreement.

10.5 Indemnification Procedure.

(a) Any Party entitled to indemnification under this Article 10 (the “Indemnified Party”) or any other provision
under this Agreement shall, promptly after the receipt of notice of the commencement of any legal action or
of any claims and, in any case no later than ten (10) days from receipt of the notice of the relevant claim as
legal action (but, in case where a defense must be presented within a defined term in accordance with the
Applicable Law in no event less than five (5) Business Days prior to expiry of the period for responding to
such legal action or claim or, if the term left for defense is shorter than five (5) Business Days, as soon as

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 possible before the end of the term left for defense) against such Indemnified Party in respect of which
indemnification may be sought pursuant to the foregoing provisions of this Article 10, notify the Party providing
the indemnity (the “Indemnifying Party”) in writing thereof; provided that the failure of an Indemnified Party
promptly to provide any such notice shall only reduce the liability of the Indemnifying Party by the amount of
any damages attributable to the failure of the Indemnified Party to give such notice in such manner.

(b) In case any such claim or legal action shall be made or brought against an Owner Indemnified Party or
Contractor Indemnified Party, as the case may be, and the relevant Indemnified Party shall notify the
Indemnifying Party thereof, the Indemnifying Party may, or if so requested by such Indemnified Party shall,
assume on behalf of such Indemnified Party and conduct with due diligence and in good faith, the defense of
any claim against the relevant Owner Indemnified Party or Contractor Indemnified Party, as the case may be,
whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with
the Indemnifying Party in such defense.

(c) The Indemnifying Party shall have charge and direction of the defense and settlement of such claim;
provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the
Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to
participate through separate counsel in the defense of any such claim, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the counsel employed by such
Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between
the Indemnifying Party and such Indemnified Party in the conduct of the defense of such claim (in which case
the Indemnifying Party shall not have the right to control the defense or settlement of such claim, on behalf
of such Indemnified Party); or (ii) the Indemnifying Party shall not have employed counsel to assume the
defense of such claim within a reasonable time after notice of the commencement thereof. In the case of
each of the foregoing clauses (i) and (ii), the fees and expenses of counsel employed by the Indemnified
Party shall be at the expense of the Indemnifying Party. The Indemnifying Party shall not settle any such
claims or actions that would require any action or forbearance from action by any Indemnified Party without
the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding anything in the foregoing to the contrary, Owner reserves the right to settle any claims
brought against any of the Owner Indemnified Parties provided that: (i) Owner has informed in writing the
Contractor five (5) Business Days before such settlement and (ii) Contractor has granted its prior written
consent to such settlement, not be unreasonably withheld.

Article 11. INSURANCE

11.1 General Insurance Requirements

(a) Each Party shall take out and maintain in full force and effect the following insurance coverage throughout
the duration of this Agreement, and until expiry of its obligations or liability provided under this Agreement
and/or Applicable Law.

(b) These insurances must be maintained with reputable insurance companies of good standing licensed by
Insurance Regulatory and Development Authority of India to transact business in India. Insurance companies
preferred by the Contractor should be approved by the Owner.

(c) Contractor shall, whenever the Owner so requires, provide the insurance certificates of the policies taken out
pursuant to this Agreement.

(d) If either Party fails to effect or maintain any insurance required to be maintained by such Party hereunder or
fails to produce the insurance certificates pursuant to this section, the other Party may, without prejudice to
any other right or remedy, subscribe insurance for the relevant coverage, and pay the premiums due. Such
payments shall be recoverable from the failing Party and shall be paid to or deducted from any monies due,
or to become due, to the other Party. In the event the Contractor is the failing Party, the Owner shall not be
required to pay any monies due to the Contractor hereunder until the Contractor shall have procured the
relevant insurance policy or paid the relevant premium and provided evidence thereof to the Owner.

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 (e) Each Party shall comply with the conditions stipulated in each of the insurance policies to be effected under
this Agreement.

(f) Each Party must promptly notify the other of any notification received from an insurance company regarding
any alteration to one of their policies

(g) The insurance policies procured by the Contractor shall not be cancelled until the Owner has agreed to its
cancellation in writing.

(h) In the event of a claim for the policies procured by the Contractor and where the Owner is additional insured,
the Contractor shall not make any compromise with the insurance companies without the prior consent of the
Owner.

(i) Any loss not insured or not recovered (including the deductible) from the insurers shall be borne by the
Contractor.

(j) No provision in this Article 11 and no insurance taken out pursuant to this Article 11 shall limit the obligations
and liabilities of either Party under the other terms hereof or otherwise.

11.2 Insurance to be taken out and maintained by the Owner

The Owner, at his own cost and expense, shall take out and maintain in full force and effect the following
insurances.

(a) Construction all Risks/erection all risks insurance (EAR) :

The Owner shall insure the Contractor Work, for not less than the full reinstatement value of works and
Modules, with reputable insurers for the project period including the defects liability period. Cover might be
subject to reasonable sub-limits as determined at the sole discretion of the Owner.

The said insurance policy shall include LEG 2/96 cover (or equivalent) or, at Owner’s discretion, LEG 3/96
cover (or equivalent).

The policy shall include a seventy-two (72) hours clause and a 50/50 clause between Marine cargo insurance
and CAR/EAR insurance.

Deductible under this policy shall not be higher than as per clauses (i) to (iv) given below

Such insurance shall name as additional insured the Contractor, its Subcontractors, performing activities on
Site and Financing Parties and provide waiver of subrogation against each insured and additional insured
party.

(i) The deductible under this policy shall not be higher than Storage & Construction Claims: 5% (five
percent) of claim amount subject to minimum of INR 50,000 each and every claim;

(ii) AOG Perils / Collapse/ Fire / Explosion Claims/Extended maintenance: 10% (ten percent) of claim
amount subject to minimum of INR 150,000 each and every claim;

(iii) Testing: 5% (five percent) of claim amount subject to minimum of INR 150,000/- each and every
claim; and

(iv) DE 3 & DE 4: 10% (ten percent) of claim amount subject to minimum of INR 750,000/- each and
every claim.

Contractor shall pay any additional premiums (including Taxes) claimed by the insurers for any extensions of
the policy period resulting from not meeting the Provisional Acceptance date exclusively due to Contractor’s
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 (or its Subcontractors’) failure.

(b) Marine cargo insurance: Owner shall cover all items to be supplied by him under this Contract whilst in
transport to the Site and until safe delivery and unloading at Site. Contractor, its Subcontractors and suppliers
shall comply with the Marine Warranty Surveyor’s recommendations at all times, if requested by insurers.
Such insurance shall include a 50/50 clause with CAR/EAR. The Contractor shall provide to the Owner with
all information necessary and required to take out and maintain this insurance.

(c) General third-party liability insurance: covering personal injury (including bodily injury and death) and
property damage caused to third party, including the Contractor, as a consequence of the performance of the
Contract. Limits shall be not be less than INR 375,000,000/- combined single limit any one occurrence. and
Financing Parties need to be added as additional insured.

(d) Worker’s compensation insurance for Owner employees.

(e) Any insurance which may be required by the Applicable Laws.

Insurance proceeds, payable under the Owner insurances, shall be paid to Owner unless it gives its prior written
consent to its insurers to pay such insurance proceeds directly to Contractor. Contractor’s right to receive any
insurance proceeds, under the Owner insurances, in respect of loss or damage to the Works shall also be subject to
the loss payee and security rights and interests of the Facility Lenders as set out in the Financing Agreements.

The Owner shall not be liable should the insurers deny coverage due to exclusions, terms and conditions, limits or
sub-limits included in the Owner’s insurances

11.3 Insurance to be taken out and maintained by the Contractor

The Contractor, at his own cost and expense, shall take out and maintain in full force and effect, and shall cause its
subcontractors to take out and maintain in full force and effect, the following insurances:

(a) General Third-Party Liability insurance, including product completed operations liability and pollution liability
(sudden and accidental). This insurance shall cover legal and contractual liability of the Contractor for
personal injury (including bodily injury and death), property damage, consequential loss, arising out of the
performance of this Agreement in respect of any off-Site activities and liability arising out during the Defect
Liability Period. This insurance shall be for an amount not less than INR 375,000,000 for any one occurrence
and in aggregate. The jurisdiction of the policy should be worldwide. The policy needs to be principal
indemnity clause.

(b) Worker’s compensation, covering all of Contractor's employees (and the employees of its Subcontractors of
any tier), and employees of others for which Contractor is responsible, in amounts and otherwise on terms
and conditions as required by Applicable Laws and agreement made with employees. The project details
need to be endorsed in the policy.

(c) Automobile liability insurance, covering third party property damage, bodily injury and death arising out of the
ownership, use and/or maintenance, for the vehicle or other automotive equipment owned or rented by the
Contractor/Subcontractor and used in the performance of the Works, for an amount as required by the
Applicable Laws whichever is greater.

(d) Contractors ‘Equipment Insurance, covering loss of or damage to property owned or used by the Contractor
or its Subcontractors, including the Contractor's Equipment, tool, computers and temporary facilities with a
minimum limit of the full replacement value and including cost of reproduction and reinstatement of data,
maps and records. For each item of Contractor’s Equipment, the insurance shall be effective until Final Taking
Over.

(e) Professional Indemnity Insurance: Covering claims arising from an act, error or omission of the Insured in
relation to the performance of Insured’s (including subcontractors) professional activities and duties in
connection with the Project. Limits shall not be less than INR 375,000,000 combined single limit any one
occurrence. The policy should be from the LNTP until completion of defects liability period.
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 (f) Any insurance which may be required by the Applicable Laws.

Detailed terms of all insurances (sum insured, exclusions, deductibles, extensions, etc.) shall be subject to the
comments of the Financing Parties. Contractor will procure the policy after the acceptance from the project owner
The Contractor shall ensure that its insurers shall expressly waive all rights of subrogation (or the equivalent) against
the Owner, each member of the Owner, any of their respective Affiliates as far as legally permitted, and their
respective insurers and Financing Parties.

The Contractor shall cause of its Subcontractors to take out, maintain and keep in full force and effect during the
performance of their obligations in connection with the Work, insurance coverages in accordance with the insurance
requirements of the Contractor set force in this article 11. The Contractor shall be liable towards the Owner for any
lack or insufficiency of the Subcontractors’ insurances with regards the insurance requirements set out in the present
clause.

11.4 Insurance Claim.

(a) The Parties acknowledge and agree that they must cooperate with each other in good faith on all activities
relating to the claims and settlement process of an insurance claim which has arisen in relation to an
insurance which has been affected and maintained under this Agreement.

(b) The Contractor shall fully support the Owner with any relevant, useful and substantiated arguments to
document the claim’s file so as to prepare and submit any Owner’s insurance claims. Notwithstanding
anything elsewhere in this article, the responsibility of managing insurance documents as Lodging Insurance
claim, getting survey done, furnishing any information to surveyor where required till conclusion of the
settlement of insurance claim

(c) Subject to the above, in case damage or loss occurs, the Contractor shall:

(i) notify the Owner, without delay, but within forty-eight (48) hours of becoming aware of such incident,
damage or loss and take all reasonable steps to determine the event giving rise to the loss;

(ii) take all practical steps to preserve damaged property for further inspection by the insurers and/or
loss adjusters and/or surveyor;

(iii) take all practical steps to prevent further loss or damage; and

(iv) as far as practicable, refrain from carrying out any repair, reinstatement or replacement without the
insurers and Owner prior consent. In case of delay from the insurer, the Contractor shall be granted
an extension of Time for Completion and an extension of duly justified Costs when applicable;
provided that the Contractor timely submits all the requisite documents as required by the Insurer/
insurance surveyor as required by them.

Article 12. DEFAULT AND REMEDIES; TERMINATION

12.1 Termination for Convenience by Owner.

(a) Rights.

Owner may terminate this Agreement for its convenience without cause at any time in its sole discretion by
providing 30 days written notice to Contractor. Upon receipt of any such notice Contractor shall, unless the notice
directs otherwise, immediately discontinue the Work on the date and to the extent specified in such notice and
take the actions directed by Owner.

(b) Remedies.

Contractor waives any claims for consequential damages, including loss of anticipated profits for uncompleted Work, on
account of a termination by Owner pursuant to this Article 12.1 and shall accept as its sole remedy payment by Owner of
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an amount calculated in accordance with Article 12.1 (c) (the “Termination for Convenience Amount”). After receiving
Owner’s notice of termination for convenience, Contractor may determine the Termination for Convenience Amount as
described above and issue an invoice to Owner in such amount together with all supporting documentation evidencing the
said calculation.. Absent manifest error, the Owner shall pay the Termination for Convenience Amount stated in such
Invoice within 30 days of its receipt thereof.

(c) Termination for Convenience Amount shall be sum-total of below:

(i) any unpaid portion of the Contract Price verified by Owner as attributable to the parts of the
Works performed in accordance with this Agreement and completed by the Contractor as of the date of
termination; and

(ii) any actual, demonstrable and reasonable costs of terminating Subcontractors and (ii) other out of
pocket, actual, demonstrable and reasonable expenses incurred by Contractor as a result of such
termination (including reasonable demobilization expenses), which, in the circumstances, cannot
reasonably be avoided by Contractor and are a direct result of such termination (collectively the
“Termination Expenses”). Contractor and Owner shall use best efforts to minimize Termination
Expenses and any other costs of termination. Upon termination Owner shall have the option of having all
or any Work delivered to the Site or, at Owner’s expense to such other place as Owner shall reasonably
direct.

12.2 Owner Events of Default. The following shall constitute events of default on the part of Owner (each, an “Owner
Event of Default”) under this Agreement:

(a) Payment. Owner has failed to make payment when due of a total amount (not subject to a bona fide dispute)
in excess of INR 300,000,000/- (Indian Rupees Three Hundred Million Only) and such failure has continued
for thirty (30) days after notice from the Contractor;

(b) Assignment to Creditors; Bankruptcy. Except for the permitted assignments provided in Section 13.2
below, Owner makes a general assignment for the benefit of its creditors, or a receiver is appointed on
account of the insolvency of Owner, or Owner files a petition under the Applicable Laws relating to bankruptcy,
insolvency, reorganization, winding up or composition of or readjustment of debts and, in the case of any
such proceeding instituted against Owner (but not by Owner) and such proceeding is not dismissed within
sixty (60) days of such filing or such shorter period permitted under Applicable Law; or

(c) Project Documents. Any event of default under the PPA leading to termination of the PPA solely caused to
a default by the Owner shall be treated as default of the Owner under this Agreement (excluding any such
default caused by a Contractor default under this Agreement).

12.3 Contractor Events of Default. . The following shall constitute events of default on the part of Contractor (each, a
“Contractor Event of Default”) under this Agreement:

(a) Failure to Comply with Provision. Contractor fails to comply with any provision of this Agreement (including
failure to cure any Defect not otherwise set forth as a Contractor Event of Default in this Section 12.3; and
failure to issue or maintain the Parent Guaranty in accordance with the terms of this Agreement) and fails to
cure or commence to cure such failure within fifteen (15) Business Days after notice is made by Owner or, if
such failure cannot be cured within fifteen (15) Business Days, Contractor fails to commence to cure such
breach within fifteen (15) Business Days after such notice and thereafter diligently pursue such cure to
completion, which shall in no event be later than forty-five (45) days after such notice.

(b) Representation and Warranty. Any representation or warranty of Contractor in this Agreement or any
document provided by Contractor pursuant to Section 5.4 is false or misleading in any material respect when
made, and Contractor has not, within thirty (30) days after written notification thereof from Owner, either fully
remedied, or commenced and diligently pursued the remedy of, all adverse impacts on Owner resulting
therefrom, all to the reasonable satisfaction of Owner.

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 (c) Assignment to Creditors; Bankruptcy. Contractor or Guarantor makes a general assignment for the
benefit of its creditors, or if a receiver is appointed on account of the insolvency of Contractor or Guarantor,
or Contractor/ Guarantor files a petition under Applicable Laws relating to bankruptcy, insolvency,
reorganization, winding up or composition of or readjustment of debts and, in the case of any such proceeding
instituted against the Contractor or the Guarantor (but not by Contractor or Guarantor), Contractor has not
provided reasonable evidence assuring Owner that such proceeding is meritless and/or such proceeding is
not dismissed within sixty (60) days of such filing or such shorter period provided under Applicable Law.

(d) Liens. Any lien, interest, charge, encumbrance, restriction on right to use is placed upon the Site or Facility
in violation of this Agreement which is then not removed, discharged, vacated or satisfied in accordance with
Section 10.4 by Contractor within ten (10) Business Days of Contractor’s receipt of notice by Owner of the
existence of such lien.

(e) Security Renewal. Contractor has failed to renew the Advance Payment Security, Performance Security, or
Warranty Security at least thirty (30) days prior to its expiry, if applicable, in violation of the terms of this
Agreement for any reason and Contractor fails to cure such failure within fifteen (15) days after notice is made
by Owner.

(f) Advance Payment Security, Warranty Security, Parent Guaranty or Performance Guaranty. The
Advance Payment Security, Performance Security, Parent Guaranty, Warranty Security, or any security
instrument provided under Section 5.7 is terminated or otherwise partially or totally ineffective in violation of
the terms of this Agreement for any reason, including the failure of any such instrument to comply with the
applicable credit rating requirements set forth in Section 5.7 and Contractor fails to cure such failure within
fifteen (15) days after notice is made by Owner. Failure by the Contractor to keep the enforceability of the
Securities for the relevant validity periods mentioned under this Agreement.

(g) Delay Liquidated Damages Cap. The amount of Delay Liquidated Damages payable by Contractor
pursuant to Section 4.12 has reached the Delay Liquidated Damages Cap.

(h) Termination of PPA or Loss of Financing. In case of termination of the PPA or loss of financing due to the
Contractor’s performance of the Works or any act or omission of the Contractor.

(i) Contractor makes a purported assignment of this Agreement in violation of the terms of Article XXX

(j)

12.4 Contractor Remedies upon Owner Event of Default. Upon the occurrence and continuation of an Owner Event of
Default, Contractor has the right to terminate with immediate effect in case of an Owner Event of Default under Section
1.1(b).2(a), (b) and in case of an Owner Event of Default under Section 12.2 (c) the Contractor shall be entitled to
(a) suspend performance of the Works; and (b) give thirty (30) days written notice to cure the said defects and on the
expiry of the said period of 30 days if the Owner fails to cure or rectify the Owner’s Event of Default, the Agreement
will stand terminated.

Upon such termination by Contractor, Owner shall pay to Contractor any amounts for which the invoices have already
been raised by the Contractor and which have not been previously paid; amounts in relation to the Works which was
carried out till the date of the termination, for which the invoices were yet to be raised (together with any late payment
interest that might have accrued under this Agreement) plus all reasonable additional costs directly related to the
termination provided that supporting documentation satisfactory to the Owner is submitted by the Contractor. For the
avoidance of doubt, the Contractor shall stay responsible for all the obligations under the Contract for work completed
till the date of termination.

12.5 Owner Remedies upon Contractor Event of Default.

(a) Suspension, Take Over and Termination. Upon the occurrence and during the continuation of a Contractor
Event of Default, in addition to any or all other remedies available at law or at equity, all of which shall be
cumulative, Owner has the right to suspend Contractor’s performance, take over some or all of the Works
pursuant to Section 4.2(b)(vi) and the provisions of this Agreement, or to terminate this Agreement upon
written notice to Contractor.

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(b) Contractor’s Obligations Following Owner Take Over. If Owner elects to perform some or all of the Works
itself in accordance with Section 12.5(a) or Section 4.2(b)(vi) or Section 2.8(e), Contractor shall cooperate
with Owner, and allow Owner access to the Site, allow Owner to use all Work Product, including information,
drawings, specifications documents, patents, and licenses related to the Works, and all equipment and
materials related to the Works, whether located on the Site , and, if requested, instruct its Subcontractors to
take direction from Owner.

Owner may, in its sole discretion, perform the Works through Provisional Acceptance or perform some of the
Works and then return care and custody of the appropriate portions of the Works to Contractor. In so doing,
Owner may employ any other Person, firm, or corporation to perform the Works by whatever method Owner
may deem expedient, and may undertake such reasonable expenditures as in Owner’s sole judgment will
best accomplish the timely completion of the Works (including, where necessary, the entry into contracts
without prior solicitation of proposals).

If Owner returns care and custody of the Facility (or any portion thereof) to Contractor without any alternate
having performed any Works, Contractor shall continue to be bound by its obligations hereunder and shall
complete all such Works as required under this Agreement. If Owner returns care and custody of the Facility
(or any portion thereof) to Contractor, after performance of Works by any alternates, the Owner shall warrant
to the Contractor that the Works performed by any alternates is performed in accordance with this Agreement,
Prudent Industry Standards, Applicable Law, and Permits, in order for the Contractor to continue to be bound
by its obligations hereunder and to complete all such Works as required under this Agreement. Owner’s
exercise of its take-over rights under this Section 12.5(b) shall not relieve Contractor of any of its obligations
hereunder (including without limitation Contractor’s Delay Liquidated Damages, Warranty, Performance
Liquidated Damages and Performance Guarantee obligations). If the Completion Costs exceed, the unpaid
portion of the Contract Price for such scope of Works at the time Owner takes over such scope of Works,
Contractor shall pay Owner the amount of such excess within ten (10) days following receipt of Owner’s
demand for such payment, subject to the limitations set forth in Section 9.1.

(c) Contractor’s Obligations Following Owner’s Termination for Cause. If Owner terminates this Agreement
pursuant to Section 12.5(a), upon Owner’s request, Contractor shall withdraw from the Site, shall assign to
Owner its subcontracts (including without limitation the Major Subcontracts), purchase orders and permits as
Owner may request, and shall deliver and make available to Owner all Work Product, including information,
drawings, specifications documents, patents, and licenses of Contractor (whether or not such information,
drawings, specifications documents, patents, and licenses are complete) related to the Works reasonably
necessary to permit Owner to complete or cause the completion of the Works, and in connection therewith
Contractor authorizes Owner and its agents to use such information in completing the Works.

Owner shall have the right to take possession of all of the Modules and BOS Equipment and other materials
to be incorporated into the Works, and all Contractor’s material, apparatus and tools located at the Site for
the purpose of completing the Works (it being agreed that, upon Owner’s exercising the right to take
possession of Contractor’s material, apparatus and tools located at the Site, the Parties shall endeavor
commercially reasonable efforts to agree on the terms and conditions for the use of such material, apparatus
and tools by the Owner as well as on the terms of insurance, compensation and liability for such use, so as
to enable Owner to prosecute the Works to completion), and Contractor shall remove such materials,
equipment, tools, and instruments used by and any debris or waste materials generated by Contractor in the
performance of the Works as Owner may direct.

While Owner shall use reasonable efforts to mitigate the cost for completion of the Works, Owner may employ
any other Person, firm, or corporation to finish the Works by whatever method Owner may deem expedient,
and may undertake such expenditures as in Owner’s sole judgment will best accomplish the timely completion
of the Works (including, where necessary, the entry into contracts without prior solicitation of proposals).
Contractor shall not be entitled to receive any further payments under this Agreement except for payments
for Works performed prior to such termination. If the Completion Cost to Owner under this Section 12.5(c)
exceeds the unpaid portion of the Contract Price at the time of termination of this Agreement, Contractor,
subject to the limitations set forth in Section 9.1, shall pay Owner the amount of such excess within ten (10)
days following receipt of Owner’s demand for such payment. If the unpaid balance of the Contract Price at
the time of completion of the Works exceeds the Completion Cost such excess shall be paid to Contractor for
Works performed by it.

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12.6 Owner shall have the right to suspend all or any portion of the Works for any reason for any period of time upon
provision of notice to the Contractor in such regard, and in such case the Project Schedule shall be extended
accordingly. Owner shall have the right to delay the performance of any Contractor Tests in its sole discretion and
the Project Schedule shall be extended accordingly. The Owner shall have the right to suspend all or any part of the
Works, at any time upon not less than seven (7) days prior written notice to the Contractor for any reason. If required
by the Owner in such notice, the Contractor shall take such steps in as the Contractor may reasonably consider
necessary in order to adequately protect and secure the Facility and all Spare Parts against any deterioration, loss or
damage (collectively, the Preservation Services). During this period, the Contractor shall be paid only in respect of
the Preservation Services. Both the Parties in mutual faith shall decide on the charges payable for such Preservation
Services. However, this reduction in the service rate shall not apply where the suspension period is for up to two (2)
days. The Contractor shall resume the suspended Works at any time upon the Owner’s request. In the event if the
suspension lasts beyond ninety (90) days duration, both Parties shall mutually discuss on future course of action
including possibility to terminate this Agreement.

To the extent that the Contractor can demonstrate the Project Schedule and/or Contract Price has been affected by
such suspension and such suspension was not due to a breach, default or delay of the Contractor, then the Contractor
will be granted time and cost relief under the Agreement and will be entitled to claim any additional costs reasonably
and properly incurred as a result of the suspension from the Owner, subject to the Pass Through Principle where
appropriate.

12.7 Stop Works Directive. Notwithstanding Section 12.6, Owner or Owner’s Representative may issue a stop works
directive where, in the reasonable judgment of Owner or Owner’s Representative:

(a) Works Performance. Contractor or any Subcontractor is performing the Work materially contrary to the
conditions and terms of this Agreement or not as per the Standard of Performance and the Project Documents
or as required under this Agreement;

(b) Damage. Continued work could cause damage, or render remedial action ineffective for any product
form/service provided by Contractor or Subcontractors; or

(c) Safety. A safety issue arises that is an imminent threat to Person(s) or property.

Upon receipt of a stop works directive, Contractor and all Subcontractors shall cease operations, as applicable, to the
extent stipulated by the stop works directive. Contractor and Subcontractors shall not resume Works on an activity
described in a stop works directive until Contractor has obtained a written authorization from Owner or Owner’s
Representative once the reason for stoppage of work is addressed. Contractor shall not be entitled to an extension
of the Project Schedule in connection with a stop works directive issued pursuant to this Section 12.7 for the time
period for which the respective breach or issue subsists.

12.8 Rejection Rights of the Owner

Prior to Substantial Completion, if the Facility has failed to achieve at least the Minimum Performance Ratio in the
manner provided under Section 8.4, the Owner shall be entitled, at its sole discretion, to either

a) Terminate this Agreement; or

b) Reject the Work(s), the BOS Equipment, terminate this Agreement and require the Contractor to reimburse
all costs paid to Contractor plus all costs, losses and damages (including any amounts payable in respect
of penalties, interest charges, capital payments, damages, and costs related to financing or loan documents
with the Facility Lenders and other agreements with third parties such as shareholders, other
Subcontractors) incurred by Owner in connection with the termination and to reinstate the Site to the
condition it was prior to commencement of the Works at the Contractor’s own costs and the title for the
BOS Equipment supplied under this Agreement shall be transferred back to the Contractor. However, the
Contractor’s liability shall not exceed as stipulated in Section 9.1.

It is clarified that the Owner’s rejection rights cease to exist once the Facility has achieved the Minimum
Performance Ratio as a result of PR Test anytime within the stipulated or extended time period agreed for PR Test
as per Section 8.4.

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 Article 13. ASSIGNMENT

13.1 General Restriction on Assignment. Subject to Section 13.2, neither Party shall assign, nor in any other manner
transfer, any of its rights or obligations under this Agreement without the prior written consent of the other Party, which
consent shall not be unreasonably withheld or delayed. Any such purported assignment or transfer without such
consent, whether voluntary or involuntary, by operation of Applicable Laws, under legal process or proceedings, by
receivership, in bankruptcy or otherwise, shall be valid and effective. Notwithstanding the foregoing, nothing in this
Section 13.1 shall prohibit Contractor from subcontracting any portion of the Works hereunder in accordance with the
provisions of this Agreement (provided that no such subcontracting shall relieve Contractor of any obligation
hereunder). For the avoidance of doubt, a change in Control of a Party shall not constitute an assignment prohibited
by this Section 13.1.

13.2 Permitted Assignments.

(a) Notwithstanding Section 13.1, Owner (or its assignee pursuant to this Section 13.2 may, without Contractor’s
consent, but with written notice to Contractor: (i) assign this Agreement to (A) any Facility Lender or (B) any
Affiliate of the Owner as long as such Affiliate remains an Affiliate until Provisional Acceptance; or
(ii) collaterally assign this Agreement (including Securities mention in Article 5.7) as security to any Facility
Lender; provided, however, that any assignment of this Agreement by Owner pursuant to the foregoing sub
clause (i), but not subclause (ii), shall release Owner from its further Liabilities under this Agreement. A
permitted assignee of Owner under sub clause (i) of this Section 13.2 will be bound by the obligations of this
Agreement (subject to the terms of the consent and acknowledgment executed in accordance with Section
1.1(a) in the case of a Facility Lender) and will, upon Contractor’s request, deliver a written assumption of
Owner’s rights and obligations under this Agreement to Contractor. It is clarified for avoidance of doubt that
all contractual liabilities and obligations of the Owner in respect of any pending legal suits or arbitration
proceedings that have accrued on or prior to the assignment or transfer of the Owner’s rights to Facility
Lenders shall remain with the Owner and the Contractor shall have no recourse whatsoever in relation to
those against the Facility Lenders.

(b) Owner (or its assignee pursuant to this Section 13.2) may assign this Agreement as provided hereunder. Any
such assignment to a Facility Purchaser shall release assignor from its further Liabilities under this
Agreement.

13.3 Facility Lender and Facility Purchaser Accommodations. Contractor shall provide such cooperation and
assurances as Owner shall reasonably request in connection with any debt or equity financing or refinancing of the
development, construction and/or operation of the Facility, any sale of the Facility or of all or substantially all of
Owner’s assets, any sale of equity interests in Owner or any permitted assignment of this Agreement. Such
cooperation shall include, without limitation, the following:

(a) with respect to a Facility Lender, executing and delivering a consent and acknowledgment in a form
reasonably requested by the Facility Lender, and causing the Guarantor to execute and deliver such consent
and acknowledgment (collectively, the “Facility Lender’s Security Interest”);

(b) providing to Owner and Facility Lender and/or Facility Purchaser a written opinion of counsel to Contractor
covering such matters relating to Contractor and this Agreement (and also cause Guarantor to provide such
written opinion about Parent Guarantee) as Facility Lender and/or Facility Purchaser shall reasonably
request, at the Owner’s cost;

(c) executing and delivering in favor of Owner and any Facility Lender and/or Facility Purchaser who is
purchasing equity interests in Owner, a letter causing the Contractor to deliver such representations and
warranties as may be mutually agreed between the parties, and causing the Guarantor to execute and deliver
the same too;

(d) if any changes to the forms of documentation referred to above in this Section 13.3 are requested by Owner,
Contractor shall act reasonably in negotiating such changes and must procure the Guarantor does the same;
and

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 (e) participating in meetings with actual or potential Facility Purchasers and responding to reasonable requests
for information regarding Contractor’s qualifications and the status of the Works.

Article 14. REPRESENTATIONS AND MUTUAL COVENANTS

14.1 General Representations and Warranties. Owner hereby represents and warrants to Contractor, and Contractor
hereby represents and warrants to Owner that:

(a) Due Organization; Good Standing. It is duly organized, validly existing and in good standing under
Applicable Laws of the state of its formation and is duly qualified to do business in the jurisdiction where the
Site is located.

(b) Authority. It has all necessary power and authority to execute, deliver and perform its obligations under this
Agreement; its execution, delivery and performance of this Agreement have been duly authorized by all
necessary action on its part; and this Agreement has been duly and validly executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar
Applicable Laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

(c) Compliance with Applicable Laws. It is not in violation of any Applicable Laws, or any judgment entered
by any national, regional or local Governmental Authority, which violations, individually or in the aggregate,
would adversely affect its performance of any obligations under this Agreement. There are no legal or
arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or (to its
best Knowledge) threatened against it which, if adversely determined, could have a material adverse effect
upon its financial condition, operations, prospects or business, as a whole, or its ability to perform under this
Agreement.

(d) Consents and Approvals. No authorization, approval, exemption, or consent of or by any Person is required
by it in connection with the execution, delivery, and performance of this Agreement.

(e) Execution and Delivery. The execution and delivery of this Agreement, the consummation of the
transactions herein contemplated and compliance with the terms and provisions hereof by it will not conflict
with or result in a material breach of, or require any consent under, any of its constitutive documents, or any
Applicable Laws, or any agreement or instrument to which it is a party or by which it is bound or to which it is
subject, or constitute a material default under any such agreement or instrument.

(f) Solvency. Parties hereby represents and warrants to other Party that it is financially solvent, able to pay its
debts as they mature, and is, or will be, possessed of sufficient working capital to complete its obligations as
they arise under this Agreement.

14.2 Additional Representations and Warranties of Contractor.

(a) Knowledge and Experience. Contractor has (either directly or through its Affiliates and/or Subcontractors)
all the required authority, ability, skill, experience and capacity necessary to perform the Works and diligently
do so in a timely and professional manner, utilizing sound engineering and design principles, project
management procedures, construction procedures and supervisory procedures, all in accordance with this
Agreement, including the Standard of Performance. Contractor has (either directly or through its
Subcontractors) the experience and skills necessary to determine, and Contractor had reasonably
determined, that Contractor can perform the Works for the Contract Price.

(b) Contractor Permits. Contractor (and any Subcontractor employed by Contractor) has (or will, in accordance
with this Section 1.1(b)), have all Permits as per Section A of Exhibit D (Permits) required for Contractor (or
such Subcontractor) to perform the Works. Such Contractor Permits either have been obtained by Contractor
and are in full force and effect on the date hereof or will be obtained by Contractor and will be in full force and
effect on or prior to the date on which they are required, under Applicable Laws, to be in full force and effect,
so as to permit Contractor to commence and prosecute the Works to completion in accordance with the
Project Schedule.

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 (c) Design Life. The Plant is designed for design life of minimum twenty-five (25) years beginning on its
Substantial Completion Date. The components and equipment’s would have to be operated, maintained and
replaced as per the O&M Manuals and are susceptible to normal Wear and Tear.

(d) Qualifications. Contractor is and shall be at all times fully qualified and capable of performing all Works in
accordance with the terms of this Agreement.

(e) Performance. All Works shall be performed in accordance with generally accepted professional standards
and good engineering and sound construction practices, Prudent Industry Standards and all requirements of
this Agreement.

(f) Workmanship. The Works, including each item of BOS Equipment incorporated therein (and the Modules
only with respect to Contractor’s obligations under Section 2.7(c) including inspection, storage, handling,
testing and installation), shall be of suitable grade of their respective kinds for their intended use as specified
herein, shall be free from Defects in design, engineering, materials, construction, workmanship, and
installation and shall conform in all respects with all Applicable Laws, all Permits, the plans and specifications
prepared in accordance with this Agreement, all requirements of the applicable Governmental Authority, and
all other requirements of the Project Documents and this Agreement. In case of any damage or loss of
materials while installation/testing/commissioning for act or omission of Contractor, the Contactor shall either
repair or replace with fresh material without any extra cost implication to the Owner.

14.3 Anti-Corruption, Anti-Terrorism and Anti-Money Laundering Laws.

(a) For the purposes of this Section 14.3, ‘Contractor shall include not only the Contractor itself, but also its
respective employees, managers, directors, and representatives. The Contractor represents and warrants
that at the date of its entering into force and for the whole duration of this Agreement.

(i) it is familiar with and agree to comply with any applicable Anti-Corruption Laws, Sanctions Laws, Anti-
Money Laundering and Financing of Terrorism Laws, and Export Control Laws;

(ii) to the best of its knowledge, any information provided to the Owner in the Compliance Questionnaire
is factually correct and complete at the time of its signature and its remit to the Owner;

(iii) it has not and will not, directly or indirectly, offer(ed), promise(d), give(n), authorize(d), solicit(ed),
accept(ed) any undue pecuniary or other advantage of any kind in any way in connection with this
Agreement and it has taken reasonable measures to prevent any Associated Person, from doing so;

(iv) neither it nor any of its Ultimate Beneficial(s) Owner(s) or subsidiaries, or, to the best of its knowledge,
any Associated Person of such parties, is, or is owned or controlled by a Sanctioned Party, nor has
engaged or is engaging in dealings, transactions, or any contractual relationship involving any
Sanctioned Party and sanctioned country in connection with this Agreement, in each case where
such dealings, transactions or any contractual relationship would violate Sanctions Laws;

(v) neither it nor any of its Ultimate Beneficial(s) Owner(s) have been, directly or indirectly, involved in
any corrupt acts nor have they been prosecuted, convicted, or entered into any Settlement in relation
to, or otherwise held legally liable for, any corrupt acts at any stage within the past ten (10) years ,
nor do they appear on any list of contractors or individuals debarred from tendering or participating
in any project funded by the World Bank or any other multilateral or bilateral aid agency;

(vi) it has not had any of its funds or assets seized or forfeited in the pursuant to any applicable Anti-
Money Laundering and Financing of Terrorism Laws, Anti-corruption Laws, and Sanction Laws;

(vii) it is not subject to a final administrative or judicial decision that results in the prohibition to enter into
any agreements with governmental financial institutions or with the public administration, or to receive
incentives, subsidies, grants, donations or loans from governmental bodies or entities and public or
government-controlled financial institutions, as a consequence of unlawful acts defined by law;

(viii) it has kept and will keep, pursuant to the provisions applicable, complete and accurate records of all
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 transactions and such records shall state in reasonable detail the purpose of each expense and the
receipt and distribution of assets;

(ix) it has not and will not use the relationship with the Owner and its legal business entities to knowingly
disguise the origin or the destination of illegally obtained resources, or to finance illegal activities, or
to violate or evade applicable Sanctions laws, directly or indirectly;

(x) it has not and will not export or re-export, directly or indirectly, any information, goods, software and/or
technology to any country for which the European Union or the United States of America or any other
country, at the time of export or re-export, requires an export license or other governmental approval,
without first obtaining such license or approval;

(xi) it has and will obtain all international and national export licenses or similar permits required under
all applicable export control laws and regulations and shall provide the Owner with all information
required to enable the Owner and its customers to comply with such laws and regulations; and

(xii) It shall cooperate in good faith towards the good implementation of this Agreement and in compliance
with all Applicable Laws.

(b) In the event that the Contractor engages any third party in relation to any activity connected with this
Agreement (including, without limitation, where the Contractor subcontracts any work to any third party), it
shall ensure that provisions equivalent to this Section 14.3 are included within the contract or terms of
engagement under which that third party is appointed to carry out the relevant activity connected with this
Agreement.

(c) The Contractor shall notify the Owner immediately if, during the term of this Agreement, it becomes aware
that:

(i) there is any knowledge of a potential failure to honour any contractual obligation under this Section
14.3;

(ii) it or any of its Ultimate Beneficial Owners or any of its Associated Persons have or may have
committed a prohibited act in connection with the performance of this Agreement;

(iii) it or any of its Ultimate Beneficial Owners or any of its Associated Persons is in any situation of
Conflict of Interest;

(iv) it or any of its Ultimate Beneficial Owners or any of its Associated Persons are subject to any action
(voluntary disclosure, investigation, prosecution) in connection with Anticorruption Laws, Anti Money
Laundering and Financing Terrorism Law, Sanction Laws or Export Control Laws applicable, after
the date of the remit of the Compliance Questionnaire, whether such action was caused by its own
acts or by the acts of an Associated Person, insofar as such action could affect the good performance
of the Agreement such as the refusal of a financing, an authorization, a service provided, an
anticipated participation by third parties.

(d) The Contractor acknowledges and agrees that:

(i) the violation of any provision contained in this Section 14.3 shall be considered a material breach of
the Agreement and the Contractor shall be entitled to terminate the Agreement with immediate effect
upon receipt of written notice.

(ii) in case of breach of this Section 14.3, the Contractor shall indemnify, defend and hold harmless the
Owner against any and all liabilities, claims, fines, demands, damages (including for damage to
reputation), losses or expenses (including legal and other professional adviser’s fees and
disbursements), interest and penalties incurred by them howsoever arising whether wholly or in part
resulting from such a breach; and

(iii) all or parts of this Agreement may be disclosed to any agency under Applicable Laws.
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 Article 15. NOTICES

15.1 Writing. Any notice, request, demand or other communication required or permitted under this Agreement shall be
provided in writing and deemed to be properly given by the sender and received by the addressee as set forth if made
in writing and (a) if personally delivered or delivered by courier, on the date of such delivery; (b) if mailed by certified
or registered air mail, post prepaid with a return receipt requested, upon three (3) Business Days after deposit in the
mail; or (c) if sent by email followed by a delivery as described in any of paragraphs (a), (b) above, and provided that
such notice shall be deemed to be received, upon confirmation of delivery of such email. Mailed notices and facsimile
notices shall be addressed as follows to:

If delivered to Owner: Rajbir Chawla

Eden Renewable Jasmin Private Limited
Unit No. - 236B & 236C, 1st Floor, DLF South Court, Saket, New Delhi,
110017, India
[email protected]

With a copy to

Saurabh Mittal
Eden Renewable Jasmin Private Limited
Unit No. - 236B & 236C, 1st Floor, DLF South Court, Saket, New Delhi,
110017, India
[email protected]

If delivered to Contractor: [XXX]

If delivered to Facility Lender: Address to be notified by Owner in due course.

Each Party shall have the right to change the place to which notice shall be sent or delivered or to specify one
additional address to which copies of notices may be sent pursuant to this Section 15.1, in either case by similar
notice sent or delivered in like manner to the other Party. For the avoidance of doubt, except as expressly provided
herein, e-mail shall not constitute valid notice pursuant to this Section 15.1.

15.2 Communications. Any technical or other communications pertaining to the Works shall be between Contractor’s
Project Manager and Owner’s Representative or such other representatives as agreed to by both Parties.

15.3 Confidentiality. Each Party agrees that it shall (a) not use any Confidential Information for any purpose except in
connection with the performance of its obligations under the Agreement; and (b) comply with all confidentiality
obligations contained in the Project Documents. Furthermore, neither of the Parties shall disclose any Confidential
Information to any Third Party other than (i) its officers, employees, insurers, lenders, counsel, accountants or
advisors (collectively, the “Representatives”) and, in the case of the Owner, any Facility Purchaser; (ii) any Affiliates;
provided, however, that, such Representatives or Affiliates have a need to know such Confidential Information for the
purposes permitted by this Agreement and have agreed to keep such terms confidential or are otherwise bound by
confidentiality obligations at least as restrictive as those contained herein; or (iii) in order to comply with any
Applicable Laws or any exchange, tariff or agreement, or in connection with any judicial or regulatory proceeding or
request by a Governmental Authority; provided, however, that the relevant Party shall immediately notify the other
Party in writing of such proceeding or request and will seek to prevent or limit any such disclosure. The obligations
of the Parties pursuant to this Section 15.3 shall remain in force until the expiration of two (2) years after the
termination of this Agreement.

15.4 Public Announcements. Contractor shall not make any public announcements regarding this Agreement or the
transactions contemplated hereby without Owner’s prior written approval.

Article 16. MISCELLANEOUS

16.1 Entire Agreement. This Agreement, together with all Exhibits, hereto, embodies the entire agreement and
understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous

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 agreements and understandings of the Parties, verbal or written, relating to the subject matter hereof.

16.2 Waiver. Any waiver of the provisions of this Agreement must be in writing and shall not be implied by any usage of
trade, course of dealing or course of performance. No exercise of any right or remedy by Owner or Contractor shall
constitute a waiver of any other right or remedy contained or provided by Applicable Laws. Any delay or failure of a
Party to exercise, or any partial exercise of, its rights and remedies under this Agreement shall not operate to limit or
otherwise affect such rights or remedies. Any waiver of performance hereunder shall be limited to the specific
performance waived and shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a
waiver of future performance.

16.3 Disputes.

(a) Management Negotiations. Following notice from either Party setting forth a dispute arising from or relating
to this Agreement with reference to this Article 16 (“Senior Management Notice”), the Parties shall use good
faith efforts to settle disputes through negotiation between authorized members of each Party’s senior
management with the power and authority to resolve any such dispute. A meeting at a mutually agreed upon
hour and location, whether by phone or in person, between each Party’s senior management shall be held
within fifteen (15) Business Days following a Party’s receipt of any Senior Management Notice. If the dispute
is not resolved within thirty (30) days of the delivery of any Senior Management Notice, either Party may, by
written notice to the other Party, refer the issues set forth in the Senior Management Notice to meditation
pursuant to Section 1.1(b) (“Mediation Notice”) or directly to arbitration pursuant to Section 16.4.

(b) Mediation. Following any Mediation Notice delivered in accordance with Section 1.1(a), the Parties shall
cooperate in selecting a qualified neutral mediator from among a panel of neutral persons proposed by the
Delhi High Court Mediation and Conciliation Center, or any other mutually acceptable organization, and in
scheduling the time and place of the mediation within thirty (30) days from the Mediation Notice. Within ten
(10) days from the Mediation Notice, the Parties shall agree on a single neutral mediator. The Parties agree
to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s
fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall
be borne solely by such Party. If the Parties are unable to resolve their dispute through mediation within thirty
(30) days following the Mediation Notice or if any Party does not cooperate or does not respond following a
Mediation Notice within five (5) Business Days from receipt of the same, then either Party may refer the
dispute to arbitration in accordance with Section 16.4 below. It is hereby agreed and accepted that the
qualified mediator will not be empowered to adopt a decision on its own for resolving any dispute of the Parties
but shall act as facilitator and any resolution or settlement of the dispute must be agreed in writing by the
Parties. In case the Parties fail to reach an agreement within the thirty (30) day period following the receipt
of the mediation award, then the conflict shall be settled by arbitration, as described below. For all legal
purposes, the Parties hereby agree and acknowledge that the decision panel of neutral persons proposed by
the Delhi High Court Mediation and Conciliation Center shall not be binding on the Parties and shall not
impose limitations on any rights of the Parties to resolve any dispute through arbitration, pursuant to the terms
of Section 16.4.

(c) Confidentiality. All communication, offers and statements, whether oral or written, and documents and other
writings exchanged between the Parties in connection with the management negotiations pursuant to Section
16.3(a) and any mediation pursuant to Section 16.3(b) shall be confidential and shall not be discoverable,
admissible in evidence or used or referred to in any subsequent binding adjudicatory process between the
Parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered
inadmissible or non-discoverable as a result of its use in such negotiations.

(d) Works Notwithstanding Disputes. Unless otherwise agreed to in writing, Contractor shall diligently carry
on the Work during the pendency of any dispute so long as all undisputed amounts payable to Contractor
have been paid. Upon resolution of such dispute, whether by agreement of the Parties or through a dispute
proceeding, any amounts found to be owing by either Party will be promptly paid by the Party owing payment
to the other Party, together with interest at the Interest Rate, from the day following the date of the
overpayment or underpayment, as applicable, until and including the date of repayment in full.

16.4 Dispute Resolution - Arbitration.

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 (a) The Parties agree that any dispute that is not resolved by amicable negotiations pursuant to Section 16.3
shall be resolved exclusively by arbitration, in accordance with the provisions set forth in the sections below.

(b) Each dispute will be fully and finally settled under Arbitration and Conciliation Act, 1996 and/ or any statutory
modifications thereof.

(c) Each Party shall appoint one duly qualified arbitrator. The two Party-appointed arbitrators shall jointly appoint
a third duly qualified arbitrator (collectively, the “Arbitral Tribunal”). If either Party fails to appoint a duly
qualified arbitrator within twenty (20) Business Days after the day on which arbitration was initiated, such duly
qualified arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.

(d) The venue and the seat of arbitration will be held in Delhi, India. The arbitration procedure will be held in the
English language.

(e) The Parties elect the courts of Delhi exclusively for interim, conservatory or enforcement measures during
such arbitration proceedings.

(f) The Parties hereby agree that the arbitration procedure shall continue to take place in the absence of any of
the Parties, pursuant to the provisions set forth in the Arbitration and Conciliation Act, 1996.

(g) Except for attorneys’ fees, which shall be borne individually by each Party, all other expenses, costs and legal
fees will be allocated between the Parties pursuant to the instructions of the Arbitral Tribunal.

(h) The Parties agree that all arbitration proceedings hereunder, as well as the fact of their occurrence, shall be
kept confidential by the Parties and may only be disclosed to their personal representatives and legal and
other professional advisors or as required by applicable Law and insofar as is necessary to obtain, confirm,
correct, vacate or enforce any decision or award. In the event of a breach of the preceding sentence, the
Arbitral Tribunal shall be authorized to assess damages and each of the Parties hereto consents to the
expansion of the scope of arbitration for such purpose.

(i) The Parties agree that any order, decision or determination of the Arbitral Tribunal shall be final, conclusive
and binding.

(j) Notwithstanding the provisions of this Section 16.4, any dispute between the Parties shall not relieve the
Parties from their obligations hereunder other than the obligation of the Parties to make any payments that
are being disputed in good faith.

16.5 Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws
of India, excluding choice of law rules.

16.6 [Not Used]

16.7 Construction. This Agreement is to be construed so as to effectuate the normal and reasonable expectations of a
sophisticated owner and contractor for the Works and Facility covered by this Agreement and shall not be construed
either for or against either Party. No provision of this Agreement shall be construed or interpreted for or against either
Party because such Party drafted or caused its legal representative to draft the provision.

16.8 Headings. The titles or headings of the various sections, articles and paragraphs hereof are intended solely for
convenience and ease of reference and are not intended, and are not to be deemed for any purpose, to modify or
explain or place any interpretation or construction upon any of the provisions of this Agreement.

16.9 Status of the Parties. Contractor and its Subcontractors shall be independent contractors to Owner with respect to
the Works, irrespective of whether such Subcontractors are approved by Owner, and neither Contractor nor its
Subcontractors, nor the employees or agents of either, shall be deemed to be the employees, representatives or
agents of Owner in connection with any matter relating to this Agreement. No provision of this Agreement shall be
construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between
the Parties.

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16.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and legal benefit of
Owner and Contractor and their permitted successors and assigns, and, no other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement.

16.11 Further Assurances. Each Party agrees to execute and deliver all further instruments and documents, and take all
further action, as may be reasonably necessary to complete performance by the Parties hereunder and to effectuate
the purposes and intent of this Agreement.

16.12 Amendments. Except for an Approved Change Order issued pursuant to Article 7 (Changes), or a change to any
requirements under the Project Document in accordance with Section 7.3, no change, amendment or modification of
this Agreement shall be valid or binding upon the Parties unless such change, amendment or modification shall be in
writing and duly executed by both Parties.

16.13 Severability. If any provision of this Agreement is determined to be illegal or unenforceable (a) such provision shall
be deemed restated in accordance with Applicable Laws to reflect, as nearly as possible, the original attention of the
Parties and (b) such determination shall not affect any other provision of this Agreement and all other provisions shall
remain in full force and effect.

16.14 Priority and Conflicting Provisions. This Agreement, including the Exhibits hereto shall be taken as mutually
explanatory. If either Party becomes aware of an express conflict between the provisions of this Agreement or any
Exhibit hereto, such Party shall immediately provide written notice to the other Party of such conflict. In the event of
any express conflict between the provisions of this Agreement (not involving the Project Documents), the provision
placing the greatest burden on the Party addressed by such provision shall control.

16.15 Survival. The provisions of Section 5.7 (Securities), Article 6 (Title, Loss or Damage, Force Majeure), Article 9
(Limitation of Liability), Article 10 (Indemnification), Article 11 (Insurance), Article 12 (Default and Remedies;
Termination), Section 13.3 (Facility Lender and Facility Purchaser Accommodations), Article 15 (Notices), Sections
16.3 and 16.4 (Dispute Resolution), and any other provisions intended to survive termination of this Agreement, shall
survive termination of this Agreement to the extent required for their full performance.

16.16 Specific Performance. This Agreement is subject to specific performance, according to Applicable Law.

16.17 Good Faith Negotiation. The Parties confirm that the negotiation and execution of this Agreement followed the
principles of probity and good faith, which will also be complied with by the Parties when exercising their rights and
performing their obligations under this Agreement. This Agreement is entered into by the Parties in compliance with
the principles of law generally adopted under the Indian law. Each Party hereby expressly confirms and acknowledges
that (a) it has expertise and experience in performing the activities contemplated hereunder; (b) the obligations of the
Parties hereunder are proportional and balanced; (c) no fact or obligation contained in this Agreement may be
considered as or may constitute an infringement of the Applicable Law as applied to this Agreement nor to the object
and nature thereof; (d) it is aware of all circumstances related to, and the rules that govern this Agreement; and (e) the
Contract Price is sufficient for performing all the obligations agreed herein and all potential risks, pursuant to
Applicable Laws and Prudent Industry Standards, which were prevailing as of the Effective Date and the same were
properly assessed and considered by Contractor in the formation of the Contract Price.

16.18 Counterparts. This Agreement may be executed in any number of separate counterparts and delivered by electronic
means, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.

OWNER CONTRACTOR

By: By:

Name: Name:

Title: Title:

WITNESSES

By: By:

Name: Name:

Title: Title:

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