Group Captive - PPA

Draft for discussion purposes only
Power Purchase Agreement - IL Draft – v2 - 19072018
POWER PURCHASE AGREEMENT
BY AND BETWEEN
[■]
(As Seller)
AND
[■]
(As Consumer)
Power Purchase Agreement - IL Draft - v2 - 19072018
TABLE OF CONTENTS
1. DEFINITIONS AND RULES OF INTERPRETATION ....................................................... 3

2. EFFECTIVENESS AND TERM OF THE AGREEMENT ................................................... 10
3. CONSTRUCTION, COMMISSIONING, OPERATION AND MAINTENANCE OF
THE PROJECT ........................................................................................................................... 10
4. SALE AND PURCHASE OBLIGATIONS ........................................................................... 12
5. GENERAL OBLIGATIONS AND UNDERTAKINGS OF THE CONSUMER............. 13
6. METERING ................................................................................................................................ 18
7. PAYMENT SECURITY, TARIFF AND BILLING ............................................................... 19
9. INTERRUPTION OF OFFTAKE OR SUPPLY .................................................................... 22
10. EVENTS OF DEFAULT............................................................................................................ 22
11. TERMINATION ........................................................................................................................ 24
12. FORCE MAJEURE .................................................................................................................... 26
13. CHANGE IN LAW .................................................................................................................... 28
14. INDEMNIFICATION ............................................................................................................... 30
15. REPRESENTATIONS AND WARRANTIES ...................................................................... 30
16. GOVERNING LAW AND JURISDICTION ........................................................................ 31
17. DISPUTE RESOLUTION ........................................................................................................ 31
18. MISCELLANEOUS ................................................................................................................... 32
ANNEXURE 1 .................................................................................................................................... 37
ASSURED DELIVERED ENERGY ................................................................................................ 37
ANNEXURE 2 .................................................................................................................................... 38
TOTAL VARIABLE CONSUMPTION CHARGES ................................................................... 38
ANNEXURE 3 .................................................................................................................................... 40
BASE TARIFF ESCALATION ........................................................................................................ 40
ANNEXURE 4 .................................................................................................................................... 42
END OF TERM PURCHASE PRICE ............................................................................................. 42
Private and Confidential Page 2 of 42

POWER PURCHASE AGREEMENT
This Power Purchase Agreement ("Agreement") is made and entered into at [■] on this [■] day of [■],
[2018] ("Execution Date"):
BY AND BETWEEN:
[■], a company incorporated under the Companies Act, [2013]/[1956], (CIN: [■]), having its registered
office at [■] (the "Seller"), including its successors and permitted assigns;
AND
[■], a company incorporated under the Companies Act, [2013]/[1956] (CIN: [■]), having its registered
office at [■] (the "Consumer"), including its successors and permitted assigns.
The Seller and the Consumer shall hereinafter be collectively referred to as the "Parties", and each
individually as a "Party".
RECITALS:
A. The Consumer is [insert description of Consumer's business];
B. The Seller is a company engaged in the business of developing and operating renewable energy
projects, and intends to sell the power generated from its [■] MWAC solar photovoltaic project
to be constructed [along with the Interconnection Facilities (as defined later)] in [■],
Maharashtra ("Project");
C. The Consumer wishes to purchase and the Seller wishes to deliver power up to the Contracted
Energy (as defined later) from the Project for a period of [■] years commencing from the
Commercial Operation Date (as defined later) of the Project in accordance with the terms of
this Agreement;
D. In order to record their commercial understanding, the Parties wish to execute this Agreement
to set out their rights and obligations in relation to the sale and purchase of the Contracted
Energy from the Project.
NOW THEREFORE, the Parties, with the intention of being legally bound, agree as follows:
1. DEFINITIONS AND RULES OF INTERPRETATION
1.1 Definitions
In this Agreement, the following terms, unless contrary to the context, shall have the meaning
ascribed to them below. Any capitalised terms or expressions used, but not defined in this
Agreement, shall have the meaning ascribed to them under Electricity Laws (as defined later).
("Additional Duties") shall have the meaning assigned to it in Clause 5.1(x);
"Affiliate" of any Party means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such Party and, in relation to a natural
person, includes any Relative (as such expression is defined in the Companies Act) of such
natural person. For the purposes of this definition, "control" (together with its correlative
meanings such as "controlled by" and "under common control with") means, with respect to

any Person, the possession, directly or indirectly, of power to direct or cause the direction of
management or policies of the subject Person through ownership of voting securities, contract
or otherwise;
"Affected Party" shall have the meaning assigned to it in Clause 13.1;
"Agreement" means this Power Purchase Agreement, including the Recitals and Annexures to
this Agreement, and shall include all amendments, modifications and supplements to this
Agreement made in writing by the Parties in accordance with the terms of this Agreement;
["Applicable Tariff" shall mean the Base Tariff or the Escalated Tariff, as the context may
require;]
"Approvals" means all permits, clearances, licenses, consents, authorisations, registrations,

waivers, no-objection certificates, or acknowledgements required from any Government
Authority or Utility for the development and installation of the Project and/or for the
generation and supply of the Contracted Energy from the Project in accordance with the terms
of this Agreement;
"Appropriate Commission" means the Central Electricity Regulatory Commission referred to

in section 76(1) of the Electricity Act or the relevant State Electricity Regulatory Commission
referred to in section 82 of the Electricity Act or any relevant Joint Commission referred to in
section 83 of the Electricity Act, as the case maybe;
"Assured Delivered Energy" shall have the meaning assigned to it in Clause 4.2;
"Base Tariff" shall have the meaning assigned to it in Clause 7.2.1;
"Business Day" means a day, other than a Saturday, Sunday or public holidays, on which the
scheduled commercial banks are open for normal banking transactions in [Maharashtra];
["Capital Pay-out" shall mean any disbursements made by the Seller to the Consumer in
relation to and including but not limited to dividends, interest payment on or repayment or
redemption of any loans availed by the Seller from the Consumer (in its capacity as
shareholders in the Seller) or any debentures or bonds issued by the Seller to the Consumer,
interest on any convertible preference shares or any quasi-equity instruments;]
"Captive Requirements" shall mean the requirements under the Electricity Act, Electricity
Rules and other applicable Laws required to be fulfilled by the Parties for the Project to be
classified as a group captive generation project by the relevant Governmental Authorities and
the Appropriate Commission, including but not limited to the Consumer (together with other
off-takers of Electricity from the Project): (a) owning 26% (twenty six percent) of the common
equity share capital of the Seller; and (b) off-taking 51% (fifty one percent) of the Electricity
generated by the Project;
"CEA Metering Regulations" shall mean the Central Electricity Authority (Installation and
Operation of Meters) Regulations, 2006, as amended from time to time;

"Change in Law" shall have the meaning assigned to it in Clause 14.1;
"Check Meter" shall have the meaning ascribed to it in Clause 6.1;
"Claims" shall have the meaning assigned to it in Clause 15.1;
"Closing Date" shall mean the date on which all conditions to the effectiveness of the SSHA are
fulfilled in accordance with its terms;
"Commissioning" (including any of its grammatical variations) shall mean the date when the
Project is ready to generate and inject Electricity up to the Contracted Energy into the grid in
accordance with the requirements of applicable Laws;
"Commercial Operation Date" or "COD" shall have the meaning assigned to it in Clause 3.6;
"Companies Act" shall mean the Companies Act, 2013, to the extent it has been notified, or the
Companies Act, 1956 (as applicable) as amended, modified, notified and/or re-enacted from
time to time and includes the rules framed thereunder;
"Consumption Point" means the interconnection of drawl bus-bar of the Facility with the
transmission/wheeling system of the Utility, where the Consumer shall draw the Delivered
Energy for the purpose of consumption at the Facility;
"Consumer Event of Default" shall have the meaning assigned to it in Clause 10.2.1;
"Consumer Default Notice" shall have the meaning assigned to it in Clause 10.2.2;
"Consumer's Termination Compensation" shall have the meaning assigned to it in Clause

11.1.2;
"Consumer's Termination Notice" shall have the meaning assigned to it in Clause 11.1.1;
"Contract Year" shall mean the period beginning on the Commercial Operation Date and
ending on the immediately succeeding 31 March, and thereafter each period of 12 (twelve)
months beginning on 1 April and ending on 31 March, provided that the last Contract Year of
this Agreement shall end on the last day of this Agreement;
"Contracted Energy" means the maximum [■] units (calculated at the Delivery Point) of
Electricity generated from the Project to be sold by the Seller to the Consumer under and in
accordance with the terms of this Agreement;
"Default Termination Payment" shall have the meaning assigned to it in Clause 11.2.3;
"Delivered Energy" means the units of Electricity in a month that would be available for drawal
to the Consumer at the Consumption Point;
["Delivery Point" means the physical touch point at the Project's periphery from where the
Electricity shall be evacuated by the Utility for onward transmission/wheeling to the
Consumption Point;]

"Deemed Generation" shall have the meaning assigned to it in Clause 5.1 (t);
"Deemed Generation Charges" shall have the meaning assigned to it in Clause 5.1 (t);
"Dispute" shall have the meaning assigned to it in Clause 18.1;
"Disputed Amount" shall have the meaning assigned to it in Clause 7.5.1;
"Discom" means [insert the name of the distribution licensee in whose area of supply the Consumer is
located] or any of its successor entity;
"Due Date" shall have the meaning assigned to it in Clause 7.4.1;
"Electricity" means the total units of electrical energy (measured in kWh) generated by the
Project;
"Electricity Act" means the Electricity Act, 2003, as amended or replaced from time to time;
"Electricity Laws" means the Electricity Act and the rules, regulations, notifications and
amendments notified thereunder from time to time, as may be amended or re-enacted from
time to time, and shall further include the Electricity Rules and the rules, regulations,
notifications and amendments notified thereunder from time to time, as may be amended or
re-enacted from time to time, and any other Laws pertaining to development of the Project and
generation and sale of electricity including regulations framed by an Appropriate Commission
or in-rem orders issued by any Appropriate Commission;
"Electricity Rules" means the Electricity Rules, 2005, as amended or replaced from time to time;
"Encumbrance" means any interest or equity, of any Person (including any right to acquire,
option or right of pre-emption or conversion) or any mortgage, charge, undertaking, pledge,
lien, assignment, hypothecation, security interest, title retention, any voting agreement, option,
right of first offer, refusal or transfer restriction in favour of any person, any adverse claim as
to title, possession or use, or any agreement to create any of the above, and the term
"Encumber" and all other grammatical variations shall be construed accordingly;
["Escalated Tariff" shall have the meaning assigned to it in Clause 7.2.2;]
"Execution Date" means the date of execution of this Agreement by both Parties, and as noted
on the first page of this Agreement;
"Facility" means the premises of the Consumer (i.e. [insert address and description of the premises])
where the Delivered Energy shall be used and consumed by the Consumer in accordance with
the terms of this Agreement and applicable Laws;
"Financial Closure" shall mean arrangement of necessary funds by the Seller for development
of the Project either by way of commitment of funds by the Seller from its own (or any of its
Affiliate's) internal resources and/or tie up of funds from a Lender or from the Promoter (or

any of its Affiliates);
["Floor Tariff" shall have the meaning assigned to it in Clause 8.2;]
"Force Majeure Event" shall have the meaning assigned to it in Clause 13.1;
"Governmental Authority" means, in respect of the Government of India and the Government
of the state of Maharashtra and shall include: (a) any of their ministries, departments, sub-
divisions, instrumentalities or agencies under their control; (b) any companies, corporations,
undertakings or other entities under their control; (c) any other authority or administrative
body under their control; or (d) any Appropriate Commission;
"Grid Code" means the relevant state grid code as specified by the relevant State Electricity
Regulatory Commission referred under section 86 (1) (h) of the Electricity Act;
"Indemnified Party" shall have the meaning assigned to it in Clause 15.1;
"Indemnifying Party" shall have the meaning assigned to it in Clause 15.1;
"Invoice" shall have the meaning assigned to it in Clause 7.3.1;
"Invoice Dispute Notice" shall have the meaning assigned to it in Clause 7.5.1;
"Interconnection Facilities" means the facilities installed by the Seller from the Project Site till
the Delivery Point for sending and metering the electrical output in accordance with the terms
of this Agreement and applicable Laws, and shall include the main meter, dedicated
transmission lines, transformers, associated equipment like relay and switching equipment,
protective devices and safety equipment on its side of the Delivery Point;
"kWh" means kilo Watt hour, a unit of measurement of electrical energy;
"Late Payment Interest" shall mean SBI PLR plus [2%] per annum. Whenever Late Payment
Interest is applied, the interest shall be compounded [monthly], computed for the actual
number of days elapsed on the basis of a 365 day year;
"Law(s)" means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law,
order, decree, clearance, Approval, directive, guideline, policy, requirement, or other
restriction imposed by a Governmental Authority or judicial body or any similar form of
decision, or determination by, or any interpretation or administration of any of the foregoing
by, any judicial, quasi-judicial, statutory or regulatory authority, whether in effect on the
Execution Date or thereafter, and in each case as amended from time to time;
"Lender" or "Lenders" shall mean any entity including any multilateral agency, institutional
investor, bank or non-banking financial company or any other entity (including their duly
appointed agents and trustees) who will provide debt financing, loans or credit facilities
(including refinancing or bridge finance facilities) to the Seller in order to develop, construct
and operate the Project;
"Long Stop Date" shall have the meaning ascribed to it in Clause 3.4;

"Main Meter" shall have the meaning ascribed to it in Clause 6.1;
"Notice of Arbitration" shall have the meaning assigned to it in Clause 18.2.1;
"Payment Bank Guarantee" shall have the meaning assigned to it in Clause 7.1.1;
"Person" means any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family,
association of person, trust, union, association, Governmental Authority or any agency or
political subdivision thereof or any other entity that may be treated as a person under
applicable Laws, works council, employee representative body or other entities (whether or
not having separate legal personality);
"Project" shall have the meaning assigned to it in Recital (B);
"Project Site" shall have the meaning assigned to it in Clause 3.1;
"Promoter" shall mean [■], and shall include its successors;
"Prudent Utility Practices" means the practices, methods, techniques and standards, that are
generally accepted for use in India for development and operation of similar sized solar
photovoltaic power projects taking into account the local conditions at the Project Site;
“Purchase Price” shall have the meaning assigned to it in Clause 12.1;
"RLDC" shall mean Regional Load Despatch Centre established under section 27 of the
Electricity Act;
"SBI PLR" means the prime lending rate per annum applicable for loans with one year maturity
as fixed from time to time by the State Bank of India;
"Seller Event of Default" shall have the meaning assigned to it in Clause 10.1.1;
"Seller Default Notice" shall have the meaning assigned to it in Clause 10.1.2;
"Seller's Termination Notice" shall have the meaning assigned to it in Clause 11.2.1;
"Share Subscription cum Shareholders' Agreement" or "SSHA" shall mean the agreement
executed among the Consumer, the Seller and the Promoter to govern inter alia the equity
subscription arrangements between the shareholders of the Seller and governance of the affairs
of the Seller;
"SLDC" means State Load Despatch Centre established under section 31 (1) of the Electricity
Act;
"State Energy Accounts" shall mean the state energy accounts as specified in the Grid Code
issued by the appropriate Governmental Authority for each month (as per their prescribed
methodology), including the revisions and amendments to such State Energy Accounts;
"Term" shall have the meaning assigned to it in Clause 2.2;

"Termination Security" shall have the meaning assigned to it in Clause 5.1(e);
"Transaction Documents" include: (a) this Agreement; (b) the SSHA; and (c) any other
agreements as maybe designated as Transactions Documents by the Parties;
"Undisputed Amount" shall mean any amount of an Invoice that has not been disputed by the
Consumer within the timeframe or in the manner specified in this Agreement; and
"Utility" shall mean the relevant transmission licensee or the distribution company as is
applicable or relevant to the context.
1.2 Interpretation
1.2.1 Unless contrary to the context, the following rules of interpretation will apply to this
Agreement:
(a) all references made in this Agreement to 'Recitals', 'Clauses' and 'Annexure' shall refer
respectively, to the Recitals of, Clauses of, and Annexures to, this Agreement, and the
Recitals and Annexures 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;
(b) the words 'include' and 'including' are to be construed without limitation;
(c) headings are for convenience only and shall not affect the construction or interpretation
of any provision of this Agreement;
(d) where a word or phrase is defined, other parts of speech, grammatical forms and the
cognate variations of that word or phrase shall have corresponding meanings;
(e) words importing the singular shall include plural and vice-versa;
(f) all words (whether gender-specific or gender neutral), shall be deemed to include each
of the masculine, feminine and neuter genders;
(g) the expressions 'hereof', 'herein', 'hereunder' and similar expressions shall be
construed as references to this Agreement as a whole and not limited to the particular
Clause or provision in which the relevant expression appears;
(h) any reference to a person includes any individual, firm, corporation, partnership,
company, trust, association, joint venture, government (or agency or political
subdivision thereof) or other entity of any kind, whether or not having separate legal
personality, and shall include such person's executors, administrators, heirs, legal
representatives and permitted successors and assigns;
(i) the 'ejusdem generis' (of the same kind) rule will not apply to the interpretation of this
Agreement;
(j) a reference to any document (including this Agreement) is to that document as

amended, consolidated, supplemented, novated or replaced from time to time;
(k) a reference to a Law or statutory provision includes, to the extent applicable at any
relevant time:
(i) that Law or statutory provision as from time to time consolidated, modified,
re-enacted or replaced by any other Law or statutory provision; and
(ii) any subordinate legislation or regulation made under the relevant Law or
statutory provision;
(l) any reference to consent to be obtained from any Party shall be construed and
understood to mean a prior written consent of such Party;
(m) references to writing include any mode of reproducing words in a legible and non-
transitory form;
(n) references to Rupees and Rs. are references to the lawful currency of India; and
(o) references to 'month', 'monthly', 'year', and 'yearly' and any other references in time
shall be construed by reference to the Gregorian calendar.
1.2.2 The Parties acknowledge that this Agreement is a negotiated agreement and, in the event of
any dispute over its meaning, interpretation or application, this Agreement shall be interpreted
fairly and reasonably and neither more strongly for, nor more strongly against, either Party.
2. EFFECTIVENESS AND TERM OF THE AGREEMENT
2.1 All terms and provisions of this Agreement will come into force and become binding upon the
Parties on and from the Execution Date.
2.2 Unless terminated earlier in accordance with the provisions of this Agreement or by agreement
of the Parties evidenced in writing, this Agreement shall be valid and binding on the Parties
for a period of [■] 1 years from the Commercial Operation Date ("Term").
2.3 The Parties may agree to extend the Term for such period and on such terms as may be
mutually agreed between them. At least [90 (ninety) days] before the expiry of the Term, either
Party may issue a written notice to the other Party indicating its desire to extend the Term and
specifying the proposed extension period and the revised terms and conditions. The receiving
Party shall respond to the Party issuing the notice for extension within 30 (thirty) days of receipt
indicating whether it agrees to the proposal or not. If the receiving Party fails to respond to the
notifying Party or notifies the Party issuing the notice for extension that it does not agree to the
proposal, the Term shall expire in accordance with Clause 2.2.
3. CONSTRUCTION, COMMISSIONING, OPERATION AND MAINTENANCE OF THE

PROJECT
1 Drafting Note: Term of the PPA to be inserted by [ReNew].

3.1 All land and right of way required for development and operation of the Project ("Project Site"),
shall be provided by the Consumer at its cost and risk.
3.2 The Seller shall be responsible for the cost and risk of development, construction and
Commissioning of the Project, and of obtaining all Approvals required by it under applicable
Laws for development, construction and Commissioning of the Project. Provided that the
Consumer shall be solely responsible for procuring all Approvals required by it for the
procurement of power under this PPA.
3.3 The Seller shall be responsible for procuring financing for development of the Project, at its sole
cost and risk, without any recourse to the Consumer (except for seeking specific performance
of the obligations of the Consumer under the SSHA). However, the Consumer agrees and
confirms that as a shareholder of the Seller, it shall, if required by the Lenders, provide all
financial information or records to the Lenders and provide all reasonable assistance to the
Seller and the Promoter in procuring financing for the Project, both during the financing
process and subsequent operations of the Project.
3.4 The Seller shall, subject to Clause 3.6 (Extension of Time) of this Agreement, Commission the
Project within [■] months from the Closing Date ("Long Stop Date").
3.5 The Seller shall notify the Consumer at least [35 (thirty five) days] before the likely date of
Commissioning of the Project and issue a final notice to the Consumer at least [1 (one) day]
prior to the actual Commissioning of the Project. Immediately upon Commissioning of the
Project (but no later than 2 (two) Business Days after Commissioning), the Seller shall inform
the Consumer in writing of the Project being Commissioned, and the date of such
communication shall be deemed to be the commercial operation date of the Project
("Commercial Operation Date" or "COD").
3.6 Extension of Time
3.6.1 The Parties agree that the Seller shall be entitled to receive a reasonable extension of time for
achieving Commissioning beyond the Long Stop Date, at not less than on a 'day to day' basis,
for any one or all of the following reasons:
(a) delay attributable to any default by the Consumer of the terms of any Transaction
Documents;
(b) due to a Force Majeure Event;
(c) due to a Change in Law;
(d) due to a decrease in the credit rating of the Consumer (or its parent company) below [A-
(A minus)/investment grade] affecting the Seller's ability to obtain a loan approval from
the Lenders.
3.6.2 Upon the occurrence of any event which entitles the Seller to seek extension of time pursuant
to Clause 3.6.1 above, the Seller shall immediately advise the Consumer of:
(a) the extent of the actual and contemplated delay in Commissioning of the Project beyond

the Long Stop Date; and
(b) steps taken by the Seller or the Seller's plans for overcoming or minimising the actual or
anticipated delay in Commissioning of the Project.
3.7 Operations and Maintenance of the Project
3.7.1 From the COD of the Project, the Seller shall, at its cost, be responsible for operation and
maintenance of the Project in accordance with the requirements of applicable Laws and
Prudent Utility Practices.
3.7.2 The Seller shall keep complete and accurate records and all other data as may be required under
applicable Laws, concerning the proper administration of this Agreement and the operation,
management and maintenance of the Project.
3.8 At all times during the Term, the Seller and the Promoter shall be free to create any
Encumbrances over the Project, the Project Site or over the receivables or rights under this
Agreement or the Transaction Documents in favour of any third party.
4. SALE AND PURCHASE OBLIGATIONS
4.1 Commencing from the COD and continuing throughout the Term, the Seller shall supply the
Contracted Energy at the Delivery Point, and the Consumer shall offtake the entire Delivered
Energy at the Consumption Point. The Consumer shall pay the Applicable Tariff for the
Delivered Energy as per the terms of this Agreement. The Parties agree and acknowledge that
the title to, risk of loss of, and custody and control of, the Contracted Energy shall pass from
the Seller to the Consumer at the [Delivery Point].
4.2 Commencing from the COD and continuing throughout the Term, unless prevented by a Force
Majeure Event or due to reasons attributable to the Consumer, the Seller guarantees delivery
of such minimum units of electricity each Year at the Delivery Point as set out in Annexure 1
(Assured Delivered Energy) ("Assured Delivered Energy"). If the Delivered Energy (plus
Deemed Generation, if any) in any Financial Year falls below the Assured Delivered Energy,
the Seller shall compensate the Consumer for the shortfall in supply below the Assured
Delivered Energy based on the difference between the rate at which electricity is procured by
the Consumer from the Discom (this equals to total variable consumption charges as calculated
and set forth in Annexure 2 (Total Variable Consumption Charges) for the Financial Year divided
by total number of units of electricity consumed in that Financial Year as set forth in the
monthly invoices for that Financial Year received from the Discom) and the Applicable Tariff
(including overheads, if any) as per this Agreement, multiplied by the difference between
Assured Delivered Energy and the actual Delivered Energy (plus Deemed Generation, if any)
for the relevant Financial Year. The Parties agree that the settlement of accounts as specified
herein shall be done after end of each Financial Year and shall be billed/adjusted along with
the monthly bill of first month of the subsequent Financial Year.
4.3 Commencing from the COD and continuing throughout the Term, unless prevented by a Force
Majeure Event, the Consumer undertakes to schedule and off-take the entire energy generated
by the Project.

4.4 In the event the Consumer fails to comply with the Captive Requirements, unless such failure
is directly caused by a Force Majeure Event or results solely from a default by the Seller of its
obligations under this Agreement or any Transaction Document, the Consumer shall
indemnify and hold harmless the Seller for all losses and costs that the Seller may suffer or
incur on account of loss of captive status of the Project under applicable Laws, including from
levy of cross-subsidy surcharge, and/or any other levies, duties, charges or penalties that may
be imposed on it by the relevant Governmental Authorities/Utilities.
4.5 ACCESS TO PROPERTY, SITE, SAFETY, EQUIPMENT AND OWNERSHIP
4.5.1 Licence to Use
Commencing from the date of this Agreement and during the Term, the Consumer hereby
grants such rights, licenses and permissions to the Seller and/or any other persons authorized
by the Seller to use the Project Site, including but not limited to the right of access to the Project
Site and use of the common areas on the Project Site that is specifically required for the
purposes of meeting the Seller’s obligations and exercising the Seller’s rights under this
Agreement.
4.5.2 Access Rights
The Consumer hereby makes available to the Seller, and/or any other persons authorized by
the Seller access to the Project and the Project Site for the purposes set forth in this Agreement.
The Seller shall notify the Consumer in writing or telephonically at least 1 (one) day prior to
entry onto the Project Site by the Seller's and/or any other persons authorized by the Seller
including the Seller’s employees, agents or contractors; provided, however that, in event of an
emergency, as reasonably determined by the Seller, the Seller shall have the right to access the
Project Site at any time without prior notice to the Consumer for the purpose of addressing
such emergency; in such an event, the Seller shall inform the Consumer at the earliest
opportunity.
For avoidance of doubt, the right to access and use the Project Site available to the Seller for the
purposes of this Agreement shall continue from the Effective Date until the end of the Term or
earlier termination and such right of the Seller is of the essence of this Agreement.
4.5.3 Ownership
Notwithstanding anything contained hereinabove, the Consumer acknowledges that during

the Term of this Agreement, the Seller is the sole owner of the Project.
5. GENERAL OBLIGATIONS AND UNDERTAKINGS OF THE CONSUMER
5.1 Subject to the provisions of this Agreement, and without prejudice to the express obligations
stated in this Agreement, the Consumer hereby agrees to:
(a) fulfil the Captive Requirements and comply with the terms of the SSHA throughout
the Term and shall not dispose, sale, transfer or encumber its shares in the Seller, unless
in accordance with the terms of the SSHA or any facility agreement executed with the
Lenders;
(b) maintain the required connection with the Discom comprising connected load of at

least [■] kVA and the voltage supply level of at least [■] kV to ensure un-interrupted
supply from the Project;
(c) provide all required assistance to the Seller in relation to procurement and
maintenance of Approvals, for development and Commissioning of the Project or with
its interactions with the Lenders in order to obtain debt financing for the Project by
signing applications, undertakings, statements, and letters, providing any required
information and making joint representations with the Seller before Governmental
Authorities or the Lenders, as may be required from time to time;
(d) provide and maintain the Payment Bank Guarantee in accordance with the terms of
this Agreement;
(e) [at least 30 (thirty) days prior to the COD, provide to the Seller, an unconditional and
irrevocable bank guarantee (in a form and from a scheduled commercial bank
acceptable to the Seller) for an amount equal to [■] times the estimated monthly billing
based on the average monthly Assured Delivered Energy for the first Contract Year
and the Base Tariff ("Termination Security"). The Termination Security shall be valid
till the expiry of the Term, and the Seller shall have the right to draw down the
Termination Security in its entirety in the event this Agreement is terminated by the
Seller pursuant to Clause 12.2.1. All costs relating to opening and maintenance of the
Termination Security shall be borne by the Consumer;]
(f) ensure that the Delivered Energy shall be accorded the first priority in terms of
consumption and payment, over any other supplier of power, including the Discom as
well as its own source of generation;
(g) not re-sell the Delivered Energy to any Person, except that excess Delivered Energy
beyond the Consumer’s immediate needs may be delivered to a Utility pursuant to any
applicable net metering arrangements;
(h) not prejudice the rights, entitlements or interests of the Seller or other off-takers of
power from the Project by its acts or omissions;
(i) provide continuous supply of power and water required during the construction of the
Project free of cost;
(j) provide water at 30 liters / module / month for module cleaning, after the COD, free
of cost for the Term of this Agreement;
(k) provide internet facility for remote monitoring;
(l) permit only authorized representatives, personnel and contractors (and their
representatives and personnel) of the Seller to enter the Project Site, at all reasonable
times for the purpose of setting up, installing, operating and monitoring the Project
and the Consumer shall issue entry permits to such personnel, if required for entry into
the Project Site. Such personnel shall be permitted to access the Project Site, only for the
aforesaid purposes, with due advance intimation to the Consumer regarding the time

of the entry in the Project Site and approximate period of stay there, which permission
may not be withheld unreasonably by the Consumer, for the purposes of performing
all of the Seller’s obligations and enforcing all of the Seller’s rights set forth in this
Agreement. Such access shall be at reasonable times, however in case of emergency
repairs and maintenance, the Seller may, with prior approval from the Consumer’s
authorized person, access the Project Site between 10.00 PM to 7.00 AM.
(m) take care that in normal course the assets of the Seller installed at the Project Site (or
such other place to which the Project is relocated in accordance with this Agreement)
are not damaged or removed. The Consumer shall specifically direct the security
engaged by it to protect the Project and other equipment against any theft, damage or
act of vandalism. In case of any theft or damage, Consumer shall reasonably support
the Seller in lodging the insurance claim for the same.
(n) the installation and unconditional operation of the Project at the Project Site, including,
without limitation, solar modules, mounting structures or supports, wiring and
connections, power inverters, service equipment, metering equipment and other
interconnections. In connection with the installation and operation of the Project, the
Consumer acknowledges that a reasonable level of construction noise and movement
of materials and personnel is to be expected at the Project Site for such duration that
installation, maintenance or operational work is being performed in relation to the
Project.
(o) perform all acts, and promptly assist and fully cooperate with the Seller in all tasks
(including without limitation, obtaining in a prompt and timely manner the necessary
permits and consents which are the Consumer’s obligation) that are necessary or
expedient for the Seller to install and operate the Project and secure the grid connection
needed to vest the right in the Seller to connect the Project to the Consumer’s electrical
system and the Utility's electricity grid.
(p) be responsible for the provision and maintenance of the Project Site on which the
Project is located (including, without limitation, the permanent access infrastructure
such as the access road) in good operating condition and in compliance with all laws,
regulations, and the Approvals and for the purposes of ensuring uninterrupted
operation of the Project in accordance with the terms of this Agreement. The Consumer
shall insulate and indemnify the Seller from risk arising from authorities appointed
under all applicable Laws in relation to usage of the Project Site such as, but not limited
to, the municipal authorities, authorities responsible for urban development and
regulation, fire safety authorities, etc. requisite permissions and Approvals relating to
the existing building, factory inspectors, lenders, etc. for the purposes of setting up of
the Project.
(q) The Consumer shall take all risk of loss with respect to the Project Site and shall be
liable for all costs and expenses associated with or to be incurred in relation to the
Project Site (including, any potential movement or relocation of the Project or part
thereof within the Project Site or as per the mutual understanding of the Parties) to
ensure compliance with all Laws, regulations and the Approvals.

(r) The Consumer shall neither cause nor permit any interference with the Project's
optimal performance as a result of any activity on the Project Site or otherwise in
Consumer’s control. Examples of such interference include, but are not limited to,
reduction of solar insolation and access to sunlight, release of effluents on to the Project,
or excessive heating at the Project Site to the extent such conditions were not already
present as on the Effective Date. In case such an activity or action or change that may
result in an adverse impact to the performance of the Project, is totally unavoidable,
the Consumer will inform the Seller of the intended activity / expected change at the
very earliest possible. Any lost generation as a result of such interference shall be
treated as Deemed Generation.
(s) to be responsible for all associated costs of shut down and/ or removal and
reinstallation, in the event of a temporary removal or shut down of the Facility required
due to work at the Project Site, which is unrelated to the Project. During any period
while the Facility is offline in connection with a shut down and / or relocation, for all
days for which the Facility is offline, the loss of generation shall be treated as Deemed
Generation and the Consumer shall, in addition to any costs associated with relocation,
also pay the Seller the Deemed Generation cCharges per Clause 5.1 (t).
(t) For any day on which the conditions outlined in Clause 5.1 (s) are prevalent, Deemed
Generation shall be added to the actual generation (if any) from the Project. Deemed
Generation shall be calculated as the average generation per day of the 10 (ten) most
recent fully operational days minus the actual generation (if any) for the day in
question ("Deemed Generation"). Deemed generation units for the entire billing month
shall be added to monthly invoice in accordance with Clause 7.3.1 and the
corresponding amount payable shall constitute the Deemed Generation Charges
("Deemed Generation Charges"). The Parties agree and acknowledge that such
Deemed Generation Charges represent genuine pre-estimates of losses suffered by the
Seller and that the same are reasonable and not by way of penalty.
(u) Where the conditions referred to in Clause 5.1 (s) continue beyond 90 (ninety) days, the
impact shall be mutually discussed and both the Parties shall endeavour to agree to an
amendment to the Agreement that keeps the Seller from being adversely affected. In
the event that the Parties cannot arrive at a mutually acceptable amendment within 30
(thirty) days and the conditions referred to in Clause 5.1 (s) have not been remedied,
the Consumer shall be considered in material breach of this Agreement and the Seller
shall be entitled to terminate this Agreement and the Consumer shall be obliged to pay
to the Seller Default Termination Payment in accordance with Clause 11.2.3. The Parties
agree and acknowledge that such Default Termination Payment represents genuine
pre-estimates of losses suffered by the Seller due to termination of the Agreement and
that the same are reasonable and not by way of penalty.
(v) Project-specific Provisions:
Notwithstanding any provision in this Agreement, the Consumer acknowledges and

agrees that the following project-specific provisions shall apply to this Agreement:
(a) For the purposes of the installation and completion of the Project, the Consumer
acknowledges that during the course of the installation phase, the Seller would require the
shutdown of all loads associated with each switchboard located at the Project Site for a
period of six (6) hours (or such other duration as may become necessary to interconnect
the Facility). The Seller shall provide reasonable notice to and work closely with the
Consumer prior to the planned shutdown of such switchboards in order to minimize the
disruption to the Consumer’s business activities.
(b) The Consumer acknowledges that any failure or delay by the Consumer to comply with
such request may result in delays or disruption to the timely installation and completion
of the Project, and in such event, the Seller shall not be liable to the Consumer for any costs,
expenses or liabilities associated with or in connection with any delays to the delivery
schedule.
(c) To facilitate smooth progress of the work, contractors will work closely with the Consumer
on the following points and where the Consumer’s assistance will be required, the
Consumer commits to providing promptly and diligently:
(a) Review of pre-construction design and planning documentation;
(b) any information on the approved use of access methods for person and materials;
(c) Inform of timeslots for use of cargo lifts;
(d) a communication channel between contractors and the operations team on the
movement of material transportation within public areas during installation phase;
(e) a communication channel between the Seller and the various relevant entities, as
required;
(f) Advice and securee the necessary storage areas at appropriate designations for
delivered materials, for lifting operations and temporary storage activities;
(g) Review of any health, safety and environment documentation, if applicable;
(h) Supply of power and access to water during construction and operations including
providing designated points for such access. Such power and water will be supplied
without any charges to the Seller;
(i) Attendance for final walk-down and review of the completed installation;
(j) Approval and acceptance of access plans and methods as stated.
(w) The Consumer shall provide to the Seller and its contractors suitable storage space for
the storage of the materials and working equipment and basic utilities (water and
electricity) without charge, for the performance of work contemplated in this
Agreement.
(x) It is agreed between the Parties that any levy of anti-dumping duty, additional duties,

cess, charges, levy or taxes on import of solar assets and equipment (including but not
limited to solar PV modules, inverters and cables) used for installation and operation
of the Project by any regulatory and/or statutory authority ("Additional Duties"),
imposed with effect from 90 (ninety) days after the Effective Date would not affect the
performance of the Seller of its obligations under the Agreement and shall not result in
any additional cost to the Consumer. Such Additional Duties shall be absorbed by the
Seller and all cost escalation in connection thereto shall be on the account of the Seller.
(y) If any Additional Duties are imposed effective within 90 (ninety) days of the Effective
Date, the Base Tariff shall get revised upwards commensurately. It is also agreed
between the Parties that each 1% (one percent) levy of such Additional Duties on solar
modules would result in 0.6% (zero point six percent) increase in the Base Tariff.
(z) The Consumer shall not directly or indirectly cause, create incur, assume or suffer any
Encumbrance or claim on or with respect to the Project, Project Site or any interest
therein. If the Consumer breaches its obligations under this Clause, it shall immediately
notify the Seller in writing and shall promptly cause such Encumbrance or claim to be
discharged and released of record without cost to the Seller, and shall indemnify the
Seller against all costs and expenses (including reasonable attorneys’ fees and court
costs at trial and on appeal) incurred in discharging and releasing such Encumbrance
and/or claim.
(aa) To the best of the Consumer’s knowledge all technical information provided to the
Seller for the purpose of assessing the feasibility of, and designing the Project such as
but not limited to single line diagrams, structural drawings is a fair and accurate
representation of the as-built condition of the Facility.
(bb) The Consumer represents and warrants that it holds all the necessary titles and rights
with respect to the Facility under the applicable Laws needed to enable the Parties to
perform their respective obligations under this Agreement.
6. METERING
6.1 The Seller shall prior to the COD, at its own cost, install electricity meter (“Main Meter”) at the
Delivery Point to measure the power generated from the Project. A check meter should also be
installed which should work as a backup and may be used for billing in case Main Meter is not
in service (”Check Meter”). The Seller shall be responsible for the maintenance and repair of
the aforementioned meters.
6.2 Subject to Clause 6.1 above, the Seller shall provide and maintain the required metering device
for measurement of Electricity supplied at the Delivery Point to the Utility. The Seller shall
provide to the Consumer, as part of its monthly invoice a) the previous month’s meter reading,
b) the current month’s meter reading, and c) the metered energy i.e. the Delivered Energy for
the month..
6.3 All meters or the metering device installed by the Parties shall, as to their technical standards,
description, accuracy and calibration, comply fully with the requirements of the applicable
standards as approved by the Utility and as required by applicable Laws, including the CEA
Metering Regulations and the Grid Code. For installation of the Main Meter and the Check

Meter and meter testing, meter calibration, meter reading and all other incidental matters, the
Parties shall follow and be bound by the CEA Metering Regulations and the terms of the Grid
Code.
6.4 The electricity delivered to the Delivery Point shall be measured by the Main Meter and the
number of units of electricity so delivered during a billable month shall be used for
computation of the Base Tariff in accordance with Clause 7.2.1.
6.5 Joint meter readings shall be taken by both the Parties on the last Business Day of every month
from the Main Meter, with prior intimation so that both the Parties may attend the reading if
so desired. If the Consumer does not attend the joint meter reading as per the intimation given
by the Seller, the reading done by the Seller (supported by a picture of the meter clearly
showing the reading) will be final and binding on the Consumer. The Consumer shall be billed
as per Clause 7.3 hereof based on the joint meter reading at the end of each month.
6.6 The Main Meter shall be jointly sealed by the representatives of the Seller and the Consumer.
When the Main Meter and/ or any component thereof is found to be outside the acceptable
limits of accuracy or otherwise not functioning properly, it shall be repaired, re-calibrated or
replaced by the Seller as soon as possible at its own cost. The Main Meter shall be calibrated as
mentioned in the metering guidelines of Electricity Act, 2003, rules and regulations framed
therein and the Seller shall verify and if necessary, re-calibrate the Main Meter at the end of
each Contract Year. Further, at end of each Contract Year, the Consumer shall have the right to
audit all such metering data upon reasonable notice, and any such audit shall be at the
Consumer's sole cost. Any potential adjustment of the metering data that results from such a
review / audit shall be credited (if there is overcharging) or debited (if there is undercharging)
to the Consumer accordingly. In the event of a failure of the electronic meter reading system,
the Seller shall use the average Delivered Energy for the preceding 12 (Twelve) months, or
however long the Project has been in operation if less than 12(Twelve) months for determining
the Delivered Energy and the corresponding monthly bill.
7. PAYMENT SECURITY, TARIFF AND BILLING
7.1 Payment Security
7.1.1 During the Term of this Agreement, the Consumer shall maintain an unconditional and
irrevocable bank guarantee ("Payment Bank Guarantee") for an amount equal to: (a) for the
first Contract Year, equal to [[■] times] the estimated average monthly billing based on monthly
average Assured Delivered Energy for the first Contract Year; and (b) for each subsequent
Contract Year, equal to [[■] times] the average of the monthly tariff payments of the previous
Contract Year.
7.1.2 The Payment Bank Guarantee shall be provided by the Consumer to the Seller in a form and
from a scheduled commercial bank acceptable to the Seller. The Payment Bank Guarantee shall
be established by the Consumer in favour of the Seller at least [30 (thirty) days] prior to the
COD of the Project, and all costs relating to opening and maintaining of the Payment Bank
Guarantee shall be borne by the Consumer.
7.1.3 The Payment Bank Guarantee shall be initially valid for a period of 12 (twelve) months from
the date of issuance and shall be renewed by the Consumer at least 30 (thirty) days before the
date of expiry, failing which the Seller shall have the right to draw upon the Payment Bank

Guarantee in full and retain the full amount of the Payment Bank Guarantee in cash (free of
interest) as payment security and can adjust such amount against any Undisputed Amount
under any Invoice payable as per the provisions of this Agreement. The cash balance, if any,
available with the Seller shall be returned to the Consumer after the Consumer issues a new
Payment Bank Guarantee to the Seller in accordance with the terms of this Agreement.
Provided further that if at any time, the amount of the Payment Bank Guarantee falls short of
the amount specified in Clause 7.1.1 above due to any reason whatsoever, the Consumer shall
restore such shortfall within 5 (five) Business Days, failing which the provisions of this Clause
7.1.3 shall apply mutatis mutandis.
7.1.4 In the event that this Agreement is terminated due to a failure of the Consumer to pay any
Undisputed Amount by the Due Date, the Seller shall have the right to immediately encash the
Payment Bank Guarantee.
7.2 Tariff
7.2.1 During the Term of this Agreement, the Consumer shall pay for the Delivered Energy at the
rate of INR [■] per kWh ("Base Tariff"), which is exclusive of the taxes, duties, surcharges etc.
Any tax, duty, surcharge etc. shall be over and above the Base Tariff and shall be borne by the
Consumer. Other than for the reasons expressly specified in this Agreement or agreed by the
Parties in writing, the Base Tariff shall be fixed and will not be altered during the Term.
7.2.2 [The Consumer agrees and acknowledges that if the Seller distributes or makes any Capital
Pay-out to the Consumer, then the Base Tariff shall be escalated in accordance with the formula
set forth in Annexure 3 (Base Tariff Escalation) to this Agreement ("Escalated Tariff"). The Parties
further agree that any escalation in the Base Tariff shall continue for a period of 12 (twelve)
months from the date of the escalation, and on expiry of such 12 (twelve) months' period, the
Escalated Tariff shall automatically re-set to the Base Tariff. The provisions of this Clause 7.2.2
shall apply every time the Seller distributes or makes any Capital Pay-out to the Consumer.]
7.2.3 The Consumer agrees that it shall pay any electricity duty or other taxes or levies or surcharges,
if electricity duty or any other taxes or levies or surcharges become applicable or payable on
sale or procurement of Electricity from the Project during the Term.
7.3 Invoicing
7.3.1 Within [2 (two)] Business Days of receipt of joint meter reading the Seller shall, prepare and
issue its monthly invoice to the Consumer ("Invoice"), indicating the total amount due, which
shall be the product of the Delivered Energy and the [Applicable] Tariff and any other
amounts due and payable by the Consumer to the Seller in accordance with the terms of this
Agreement.
7.3.2 Invoice Delivery: Invoices shall be in writing and shall be either (i) delivered by hand; (ii)
mailed by first-class, registered or certified mail, return receipt requested, postage prepaid; (iii)
delivered by a recognized overnight or personal delivery service; (iv) transmitted by
facsimile/email (such transmission to be effective on the day of receipt if received prior to 5:00
pm local time on a Business Day or in any other case as of the next Business Day following the
day of transmittal). Delivery of hard copy of Invoice shall not be mandatory for payment
processing.

7.4 Payment Mechanism
7.4.1 The amount of an Invoice shall be paid by the Consumer within 10 Business Days of the date
of delivery of the Invoice to the Consumer ("Due Date") by electronic fund transfer to the
Seller's bank account specified in the Invoice.
7.4.2 Late payment of invoiced amounts will accrue interest at a rate equal to the Late Payment
Interest or the maximum default interest rate allowed by law. For the purposes of computation
of Late Payment Interest, if any, the date of payment shall be the date on which the full amount
noted in the Invoice has been credited to the specified bank account of the Seller.
7.4.3 All payments made by the Consumer shall be appropriated by the Seller in the following order
of priority:
(a) Late Payment Interest, if any;
(b) unpaid Invoices (for Undisputed Amounts) starting from the Invoice earliest in date,
against which any amount may be outstanding.
7.4.4 The Consumer hereby agrees to not make any form of set-off or deduction from the amounts
payable pursuant to an Invoice, except when such deduction is permitted under this
Agreement or required under any applicable Laws.
7.5 Payment Disputes
7.5.1 If the Consumer disputes the amount due as stated in any Invoice ("Disputed Amount"), then
the Consumer shall notify the Seller in writing of its disagreement specifying the information
set out in Clause 7.5.2 below ("Invoice Dispute Notice") before the Due Date of the Invoice. If
no dispute is raised by the Consumer before the Due Date of an Invoice, the Invoice shall be
deemed to be final and conclusive for all purposes against the Consumer.
7.5.2 An Invoice Dispute Notice shall be valid only if it sets out the following details:
(a) details of the Disputed Amount in the relevant Invoice;
(b) the Consumer's estimate of the correct amount;
(c) reasons, with valid documentary evidence, for the amount assumed to be incorrectly
billed under the relevant Invoice; and
(d) documentary evidence confirming the payment of the Undisputed Amount, if any, and
[85%] of the Disputed Amount of the Invoice in question.
7.5.3 If the Seller agrees to the claim(s) set out in the Invoice Dispute Notice, then the Seller shall
issue a revised invoice reflecting the correct amount within 5 (five) Business Days of receiving
the Invoice Dispute Notice, and if the Consumer has made an excess payment, refund to the
Consumer such excess amount within 5 (five) Business Days of receiving the Invoice Dispute
Notice.

7.5.4 If the Seller does not agree with the claim(s) raised in the Invoice Dispute Notice, it shall, within
10 (ten) Business Days of receiving the Invoice Dispute Notice, furnish a reply to the Consumer,
providing:
(a) reasons for its disagreement with the claim raised in the Invoice Dispute Notice;
(b) its calculation of what the correct amount should be; and
(c) all written material in support of its reply/rejection, if any.
7.5.5 Up on receipt of reply of disagreement with the Invoice Dispute Notice, the authorised
representative(s) of each Party shall discuss and make best endeavours to amicably resolve
such disagreement, and if the Parties are unable to resolve such disagreement amicably within
15 (fifteen) Business Days of receipt of reply of disagreement with the Invoice Dispute Notice,
then the provisions of Clause 18 (Dispute Resolution) shall apply. If the dispute is resolved
pursuant to this Clause 7.5.5 and the Seller is found to have overcharged and the Consumer
overpaid, then, the Seller shall return the overpaid amount, with the Late Payment Interest for
the period the Seller retained such overpaid amount. However, if upon such resolution, it is
found that the Consumer is required to pay the concerned Disputed Amount, then, it shall pay
to the Seller, the Disputed Amount along with the Late Payment Interest for the period from
the Due Date of such Disputed Amount till the date of its actual payment. All payments of the
amounts payable under this Clause 7.5.5 shall be payable within 10 (ten) days of the resolution
of the dispute.
9. INTERRUPTION OF OFFTAKE OR SUPPLY
9.1 If the Consumer is required to shut down the Facility for maintenance purposes, the Consumer
shall give the Seller at least 5 (five) Business Days' prior notice of such shutdown. However,
the Consumer acknowledges that irrespective of such shut down of the Facility due to
maintenance, the Consumer shall be obligated to pay the Applicable Tariff for Electricity
equivalent to the higher of the actual off-take by the Consumer or the deemed consumption for
the period of shut down.
9.2 The Seller shall give the Consumer at least 5 (five) Business Days' prior notice of any shutdown
of the Project for scheduled maintenance. Notwithstanding anything contained in this
Agreement, the Seller shall have no obligation to supply any Electricity to the Consumer during
the period of scheduled maintenance of the Project. Further, the Consumer agrees that the
Seller shall not be liable to the Consumer, in any manner whatsoever, for any compensation or
damages or any other loss, expenditure, charge or costs on account of such shut down of the
Project on account of scheduled maintenance.
10. EVENTS OF DEFAULT
10.1 Seller Events of Default
10.1.1 The occurrence of any of the following events, shall constitute an event of default by the Seller
("Seller Event of Default"), unless such an event occurs as a result of or is attributable to a
Consumer’s Event of Default or a Force Majeure Event:

(a) failure or refusal by the Seller to perform any of its material obligations under this
Agreement or the Transaction Documents;
(b) the Seller has become voluntarily or involuntarily the subject of proceeding under any
bankruptcy or insolvency laws applicable to it or has gone into liquidation or
dissolution or has a receiver appointed over it or liquidator is appointed, pursuant to
applicable Law, except where such dissolution of the Seller, is for the purpose of a
merger, consolidation or reorganisation, and where the resulting entity has the
financial standing to perform its obligations under this Agreement and
creditworthiness similar to the Seller, and expressly assumes all obligations under the
Transaction Documents, and is in a position to perform them;
(c) any representation or warranty by the Seller under Clause 16 (Representations and
Warranties) is found to be incorrect, inaccurate, or materially misleading; or
(d) the Seller commits a material breach under the terms of the SSHA or any other
Transaction Documents. For purposes of this Clause, 'material breach' means, with
respect to a given breach that a reasonable person in the position of the non-breaching
party would wish to terminate this Agreement because of that breach.
10.1.2 Up on the occurrence of any Seller Event of Default, the Consumer shall have the right to
deliver a written default notice ("Seller Default Notice") to the Seller, specifying in reasonable
detail, the Seller’s Event of Default giving rise to Seller Default Notice, and calling upon the
Seller to remedy the same within a period of [15 (fifteen) days] from the date of issuance of the
Seller Default Notice.
10.2 Consumer Event of Default
10.2.1 The occurrence of any of the following events at any time during the Term, shall constitute an
event of default by the Consumer ("Consumer Event of Default") unless such an event occurs
as a result of a Seller Event of Default or due to a Force Majeure Event:
(a) failure or refusal by the Consumer to perform any of its obligations under this
Agreement or the Transaction Documents;
(b) any amounts payable by the Consumer, subject to Clause 7.5 (Payment Disputes),
remain outstanding beyond a period of [■] days, and the Seller is unable to recover
such outstanding amounts from the Consumer through the Payment Bank Guarantee;
(c) failure to provide, maintain or renew the Payment Bank Guarantee and the
Termination Security in accordance with the terms of this Agreement;
(d) any representation or warranty by the Consumer under Clause 16 (Representations and
Warranties) is found to be incorrect, inaccurate or materially misleading;
(e) the Consumer [or its holding company] has become voluntarily or involuntarily the
subject of proceeding under any bankruptcy or insolvency laws applicable to it or has
gone into liquidation or dissolution or has a receiver appointed over it or liquidator is

appointed, pursuant to applicable Law, except where such dissolution of the

Consumer, is for the purpose of a merger, consolidation or reorganisation, and where
the resulting entity has the financial standing to perform its obligations under this
Agreement and creditworthiness similar to the Consumer, and expressly assumes all
obligations under the Transaction Documents, and is in a position to perform them;
(f) if the Consumer assigns or transfers its rights and/or its obligations under this
Agreement without prior consent of the Seller, except as permitted under this
Agreement; or
(g) if the Consumer transfers any or all of its equity shares in the Seller to any third party
or creates any interest over such equity shares in favour of any third party (other than
in favour of the Lenders) during the Term of this Agreement, or fails to maintain the
required percentage of shares in the common equity share capital of the Seller as per
the Captive Requirements throughout the Term.
10.2.2 Up on the occurrence of any Consumer Event of Default, the Seller shall have the right to
deliver a written default notice ("Consumer Default Notice") to the Consumer, specifying in
reasonable detail, the Consumer Event of Default giving rise to Consumer Default Notice, and
calling upon the Consumer to remedy the same within a period of [15 (fifteen) days] from the
date of receipt of the Consumer Default Notice.
11. TERMINATION
11.1 Termination for Seller Event of Default
11.1.1 Unless the Parties have agreed otherwise or the Seller Event of Default giving rise to the Seller
Default Notice has been remedied by the Seller within a period of [15 (fifteen)] days of issuance
of the Seller Default Notice, any time after the expiry of the [15 (fifteen)] days cure period, the
Consumer shall have the right to terminate this Agreement by serving a written notice
("Consumer's Termination Notice") to the Seller and this Agreement shall stand terminated
on the date of the Consumer’s Termination Notice.
[11.1.2 Up on termination of this Agreement pursuant to Clause 11.1.1, the Seller shall be required to
pay to the Consumer, as liquidated damages, a sum equal to the savings multiplied by the
average monthly Assured Delivered Energy for [■] months of the Contract Year in which
termination occurs ("Consumer’s Termination Compensation").]
11.1.3 Up on payment by the Consumer to the Seller of all the outstanding Undisputed Amounts
under this Agreement, the Seller shall release the Payment Bank Guarantee and the
Termination Security to the Consumer and pay the Consumer’s Termination Compensation (if
applicable, after setting-off any Undisputed Amounts and all other amounts due under any
Transaction Documents against the Consumer’s Termination Compensation payable) and the
Parties shall stand discharged of all their obligations (save for those that had accrued prior to
the date of termination of this Agreement or will survive otherwise by virtue of Clause 19.10
(Survival)).
11.1.4 The Seller should clear the Project Site by shifting all equipment and hand over the Project Site
to the Consumer.

11.1.5 The Consumer may exercise the option to buy out the Project while terminating the Agreement
as per Clause 11.1.1 and in such case the Consumer shall pay the Purchase Price (as set out in
Annexure 4) to the Seller and the Seller shall transfer and handover the Project to the Consumer
and thereafter there shall be no other obligation of the Seller towards the Consumer with
respect to this Agreement.
11.2 Termination for Consumer Event of Default
11.2.1 Unless the Parties have agreed otherwise or the Consumer Event of Default giving rise to the
Consumer Default Notice has been remedied by the Consumer within a period of [15 (fifteen)]
days of receipt of the Consumer Default Notice, at any time after the expiry of the [15 (fifteen)]
days cure period, the Seller shall have the right (but not the obligation) to terminate this
Agreement by serving a written notice ("Seller's Termination Notice") to the Consumer, and
this Agreement shall stand terminated on the date of the Seller’s Termination Notice.
11.2.2 The Consumer shall remain liable to pay for the entire Electricity generated from the Project
(as per the Monthly Generation Report) at Applicable Tariff, and all charges, dues and other
payments from the date of issuance of the Consumer Default Notice up to the date when the
Consumer Event of Default giving rise to the Consumer Default Notice has been remedied by
the Consumer or the date of termination of this Agreement pursuant to Clause 11.2.1 above.
11.2.3 In the event this Agreement is terminated by the Seller pursuant to Clause 11.2.1 above, on the
date of termination of this Agreement (if the date of termination is not a Business Day, then on
the next following Business Day), the Consumer shall be required to pay all amounts due to
the Seller under this Agreement and the Transaction Documents plus Purchase Price as
provided in Annexure 4 ("Default Termination Payment").
11.2.4 Upon receipt by the Seller of all amounts payable to it by the Consumer under this Agreement
plus the Default Termination Payment and receipt of a no-claim certificate from the Consumer
in a format acceptable to the Seller, the Seller shall immediately release the Payment Bank
Guarantee and the Termination Security. If the Consumer fails to pay all amounts payable to
the Seller under this Agreement and the Transaction Documents plus the Default Termination
Payment on the date of termination of this Agreement pursuant to Clause 11.2.1, the Seller shall
have the right to encash the Payment Bank Guarantee and the Termination Security and adjust
such amount against all amounts payable by the Consumer to the Seller and the balance
retained amount, if any, shall be returned to the Consumer after the Consumer issues a no-
claim certificate to the Seller.
12. END OF TERM PURCHASE
12.1 Upon the expiry of the Term of this Agreement under Clause 2.2, or upon termination of this
Agreement prior to the expiry of the Term under Clause 12 or due to any reason whatsoever,
the Consumer shall, unless otherwise agreed between the Parties, purchase from the Seller,
and the Seller shall sell the Project to the Consumer for the Purchase Price as set out in
Annexure 4 ("Purchase Price") of this Agreement, along with applicable Taxes, on an "as is
where is basis", without recourse of any kind whatsoever against the Seller and without any
warranty, express or implied from the Seller in relation to the Project.

12.2 Notwithstanding the above, if this Agreement is terminated under Clause 10.2.1(e) in relation
to the Consumer [or its holding company], the Seller shall have the right to demand the return
of the Project and enter the Project Site to secure repossession of the Project. In such event, the
Consumer shall forthwith return the Project to the Seller, and shall be liable to pay to the Seller
the Applicable Tariff and all other such amounts that the Consumer is liable to pay to the Seller
under Clause 11.2 and any other provision under this Agreement.
12.3 The Consumer shall pay the Purchase Price for the Project to the Seller within [2 (two)] Business
Days of the expiry of the Term or termination of this Agreement, as the case maybe. For clarity
and avoidance of doubt, it is stated that the Purchase Price shall be in addition to and without
prejudice to any outstanding Applicable Tariff or any other charges, dues or payments payable
by the Consumer to the Seller under this Agreement.
13. FORCE MAJEURE
13.1 Force Majeure Event
For the purpose of this Agreement, the term "Force Majeure Event" shall mean any event or
circumstance or combination of events or circumstances that prevents a Party from performing
its obligations under this Agreement, but only if and to the extent that such events or
circumstances are not within the reasonable control of and not due to fault or negligence of the
affected Party ("Affected Party") and could not have been prevented, avoided or overcome
even if the Affected Party had taken reasonable care or complied with Prudent Utility Practices,
and shall include, without limitation the following:
(a) act of God like lightning, earthquake, volcanic eruption, landslide, flood, cyclone,
typhoon, tornado, adverse weather conditions;
(b) act of war (whether declared or undeclared), invasion, armed conflict or act of foreign
enemy, blockade, embargo, revolution, riot, insurrection, civil unrest, criminal
damage, terrorist attack or military action;
(c) any requirement, action or omission to act pursuant to any judgment or order of any
court or judicial authority in India (provided such requirement, action or omission to
act is not due to the breach by the Affected Party of any applicable Law or any of its
obligations under any of the Transaction Documents);
(d) expropriation and/or compulsory acquisition of the Project Site or the Project, in whole
or in part, by any Governmental Authority;
(e) radio-active contamination or ionising radiation or resulting from another Force

Majeure Event excluding circumstances where the source or cause of contamination or
radiation is brought or has been brought into or near the Project Site by the Affected
Party;
(f) any curtailment, suspension or non-availability of transmission capacity or open access

by the SLDC/RLDC or any other Governmental Authority or any Force Majeure Event
affecting the transmission infrastructure or the grid required for delivery of power;

(g) any restriction imposed by any Government Authority on supply of power under this
Agreement;
(h) any restriction imposed by RLDC on the exporting region or intervening region or the
relevant SLDC or any Government Authority on scheduling of power; or
(i) any unlawful, unreasonable or discriminatory action on part of any Governmental

Authority, which prevents the Parties from performing their obligations under this
Agreement, provided that a competent court declares the action to be unlawful,
unreasonable and discriminatory and strikes down the same.
13.2 Force Majeure Exclusions
Force Majeure Event shall exclude the following, except to the extent that such an event is a
consequence of a Force Majeure Event:
(i) unavailability, late delivery or change in cost of plant or machineries, equipment,

materials, spares parts or consumables required for the development and installation
of the Project;
(ii) delay in performance by any contractor/sub-contractor or their agents;
(iii) insufficiency of finances or funds or any of the Transaction Documents becoming

onerous to perform;
(iv) negligent or intentional acts, errors or omissions of the Affected Party;
(v) strikes and labour disturbances materially affecting the performance of the Affected
Party; or
(vi) failure to comply with applicable Laws or the provisions of any of the Transaction
Documents.
13.3 Consequences of Force Majeure Event
13.3.1 The Affected Party shall not be responsible or liable for failure to perform its obligations under
this Agreement, if such failure is due to a Force Majeure Event, provided that a Force Majeure
Event shall not release the Affected Party of its obligations to perform any other obligations,
which are unaffected by such continuing Force Majeure Event or obligation to make payments
under this Agreement. Notwithstanding anything else contained in this Agreement, the Parties
agree and acknowledge that in the event that the Consumer is affected by a Force Majeure
Event and therefore, is unable to accept delivery of the Delivered Energy at the Consumption
Point, then during the subsistence of such Force Majeure Event and prior to termination of this
Agreement in accordance with Clause 13.3.2, if applicable, the Seller shall have the right to sell
the entire Contracted Energy to a third party at a mutually agreed tariff.
13.3.2 The Affected Party agrees that the other Party shall have a right to terminate this Agreement,
if a Force Majeure Event continues for a period of more than [365 (three hundred and sixty
five)] continuous days, by serving a notice to such effect on the other Party.

13.3.3 If this Agreement is terminated pursuant to Clause 13.3.2 above, the Consumer shall purchase
the Project at the Purchase Price and, then the Seller shall release the Payment Bank Guarantee
(subject to any deduction for unpaid amounts due from the Consumer under this Agreement)
and the Termination Security to the Consumer and the Parties shall stand discharged of all
their obligations (save for those that had accrued prior to the date of termination of this
Agreement or will survive otherwise by virtue of Clause 19.10 (Survival)).
13.4 Notice of Force Majeure Event
13.4.1 Where an Affected Party seeks to claim the protection of Clause 13.3.1, it shall give a written
notice to the non-Affected Party of the occurrence and continuance of the Force Majeure Event,
as soon as reasonably practicable, and in any event, not later than 5 (five) Business Days, after
the date on which the Affected Party knew or should reasonably have known, of the occurrence
of a Force Majeure Event.
13.4.2 If any Force Majeure Event results in a break-down of communication rendering it not
reasonable to give notice within the time limit specified herein, then the Affected Party shall
give notice as soon as reasonably practicable after the reinstatement of communication, but not
later than 2 (two) Business Days after such reinstatement.
13.4.3 The notice of Force Majeure Event shall include full particulars of the Force Majeure Event, its
effects on the Affected Party and the remedial measures undertaken and proposed to be
undertaken to mitigate the impact of such Force Majeure Event. For examination of Force
Majeure, Consumer or Seller will need to provide the documentary proof for the relevant Force
Majeure Event. The Affected Party shall give the non-Affected Party regular (and not less than
monthly) reports on the progress of those remedial measures and such other information as
the non-Affected Party may reasonably request.
13.4.4 The Affected Party shall use its reasonable efforts to mitigate the effect of the continuing Force
Majeure Event.
13.4.5 The Affected Party shall notify the non-Affected Party immediately upon the cessation of: (a)
the concerned Force Majeure Event; or (b) the effects of such Force Majeure Event on the
performance of its obligations under this Agreement.
14. CHANGE IN LAW
14.1 Meaning
A change in Law ("Change in Law") shall be deemed to have occurred, if any of the following
events occur after the Execution Date:
(a) change in the statutory or regulatory regime affecting the Project, the Project Site or the
rights and obligations of the Parties under this Agreement or any of the Transaction
Documents;
(b) change or imposition of any tax, duty, charge, surcharge, cess, rebates, or levy
(including without limitation imposition of anti-dumping or countervailing duties), in

any other name but of similar nature on any equipment required for the development
and operation of the Project;
(c) adoption, promulgation, amendment, re-enactment or repeal of any applicable Law

including Electricity Laws affecting the Captive Requirements;
(d) order/judgment of any competent court or tribunal or Governmental Authority;
(e) change in the interpretation of any applicable Laws or provision thereof by a

Governmental Authority whose interpretation is binding in rem; or
(f) the imposition by any Governmental Authority of any material condition in connection
with the issuance, renewal, modification (including ceasing to have full force and effect
or inclusion of any additional consents, permissions, Approvals or actions of similar
nature), revocation or non-renewal of any Approval;
which directly or indirectly impacts the cost of generation or supply of Electricity from the
Project, or the cost of construction, operation, management or maintenance of the Project. For
the avoidance of doubt, it is clarified that any withdrawal of any current rebate or benefits or
imposition of electricity duty or any cess shall not be construed as a Change in Law.
14.2 Relief for Change in Law
14.2.1 Any financial liability, arising out of any Change in Law during the Term, shall be addressed
amicably by the Parties in the manner specified below.
14.2.2 While determining the relief due to a Change in Law, the Parties shall have due regard to the
principles that the purpose of compensating the Party affected by Change in Law is to restore,
through adjustment to the Base Tariff under Clause 14.3 (Tariff Adjustment Payment on account
of Change in Law) or amendments to other provisions of this Agreement, the affected Party to
the same economic position as if such Change in Law had not occurred. It is agreed between
the Parties that the affected Party shall provide the other Party with all the relevant evidence,
calculations and supporting documents establishing the impact of the said Change in Law and
the suggested means of mitigating it by increasing the Base Tariff or suitably amending the
provisions of this Agreement or the Transaction Documents. The non-affected Party shall have
[30 (thirty) days] to refute the impact or the calculation by rendering a detailed notice to that
effect to the affected Party. If not refuted within the aforementioned [30 (thirty) days], it shall
be automatically deemed approved by the non-affected Party and such increase in Base Tariff
or amendments suggested to this Agreement or the Transaction Documents shall bind the
Parties going forward. In the event that the non-affected Party refutes the affected Party's
demands and the Parties fail to subsequently reach an understanding regarding the adjustment
of the Base Tariff or amendments to other provisions of this Agreement or the Transaction
Documents pursuant to such Change in Law, then the provisions of Clause 18 (Dispute
Resolution) shall apply.
14.2.3 In the event the Change in Law affects the Captive Requirements, the Parties shall endeavour
in good faith to restructure the existing arrangement under this Agreement and the Transaction
Documents in order to retain the captive status of the Project. In the event the Parties fail to
reach a commercial understanding pursuant to a Change in Law affecting the Captive

Requirements within [30 (thirty)] days of the occurrence of the Change in Law event, the Seller
shall have the right to terminate this Agreement and in which case, the Consumer shall have
the obligation to pay the Termination Compensation and the Seller shall have the right to
invoke the Termination Security.
14.3 Tariff Adjustment Payment on account of Change in Law
14.3.1 After the Parties have settled the financial impact on an affected Party arising out of any
Change in Law in accordance with the procedure set out in Clause 14.2 (Relief for Change in Law)
above, the Seller shall issue a supplementary invoice for the amount agreed pursuant to Clause
14.2. The Consumer shall make payment of such supplementary invoice by 7th (seventh) day
of the next calendar month.
14.3.2 In the event mitigating the effects of any Change in Law requires amendments to the provisions
of this Agreement, the affected Party shall propose such amendments to the provisions of this
Agreement.
15. INDEMNIFICATION
15.1 Each Party ("Indemnifying Party") hereby agrees to defend, indemnify and hold harmless the
other Party, its officers, directors, agents and employees (collectively the "Indemnified Party")
from and against any and all claims, liabilities, actions, demands, judgments, losses, costs,
expenses (including reasonable legal expenses), suits, actions and damages to the Indemnified
Party (collectively the "Claims") arising by reason of an act of gross negligence or wilful
misconduct of the Indemnifying Party, or by an officer, director, sub-contractor, agent or
employee of the Indemnifying Party except to the extent such Claim(s) is attributable to wilful
misconduct or gross negligence of, or breach of this Agreement or applicable Law(s) by the
Indemnified Party.
16. REPRESENTATIONS AND WARRANTIES
16.1 Each Party hereby represents and warrants to the other Party that:
(a) it is duly organised, validly existing and in good standing under the applicable Laws;
(b) it has all requisite power and authority to enter into this Agreement, to perform its
obligations herein and to consummate the transactions contemplated hereby, all in
accordance with applicable Laws and this Agreement;
(c) the execution and delivery of this Agreement and the performance of its obligations
herein, have been duly authorised by all necessary actions, as required under
applicable Laws;
(d) this Agreement constitutes a legal, valid and binding obligation on it, and is
enforceable against it in accordance with its terms and applicable Laws;
(e) except the Approvals already obtained or applied for, no other Approval is required
in connection with the due authorisation, execution and delivery of this Agreement by
it or the performance of its obligations hereunder;

(f) neither the execution and delivery of this Agreement by it nor compliance by it with
any of the terms and provisions of this Agreement, conflicts with, breaches or
contravenes the provisions of its constitutional documents or any other binding
agreement/document or any applicable Law; and
(g) there are no court orders, actions, suits or proceedings at law or in equity by or before
any Governmental Authority, arbitral tribunal or other body, or threatened against or
affecting it or brought or asserted by it in any court or before any arbitrator of any kind
or before or by any Governmental Authority that could reasonably be expected to have
a material adverse effect on it or its ability to perform its obligations under this
Agreement, or the validity or enforceability of this Agreement.
17. GOVERNING LAW AND JURISDICTION
17.1 Governing Law

This Agreement shall be interpreted, construed and governed by the Laws of India.
17.2 Jurisdiction
Subject to the provisions of Clause 18 (Dispute Resolution), the Parties submit to the exclusive
jurisdiction of the courts at Delhi.
18. DISPUTE RESOLUTION
18.1 Amicable Settlement
18.1.1 Any dispute, differences or disagreement (collectively, the "Dispute") between the Parties
arising out of or in connection with this Agreement, shall, in the first attempt, be sought to be
settled through mutual negotiation at the management level of the Parties.
18.1.2 The disputing Party shall refer the Dispute to the management of the other Party, upon receipt
of which reference, the management of the Parties shall meet within 7 (seven) days thereof,
with an objective to amicably settle the Dispute.
18.1.3 In order to amicably settle the Dispute, the management of the Parties may seek the assistance
of any independent mediator, conciliator or industry expert.
18.1.4 If no amicable settlement could be reached between the Parties within [30 (thirty)] days of the
reference of the Dispute, then, subject to the provisions of the Electricity Laws, the Dispute
shall be resolved by way of final and binding arbitration, as per Clause 18.2 (Arbitration) below.
18.2 Arbitration
18.2.1 After the expiry of the period prescribed in Clause 18.1.4 above, any Party may refer the
Dispute, by notice in writing to the other Party ("Notice of Arbitration"), to arbitration to be
finally resolved in the manner set out in this Clause 18.2 (Arbitration), and the rights and
obligations of the Parties shall remain in full force and effect pending the award in such

arbitration proceedings.
18.2.2 If a Dispute is referred to arbitration by any Party, such Dispute shall be resolved by an
arbitration panel consisting of three arbitrators, one to be appointed by the Seller and the
second to be appointed by the Consumer and both arbitrators shall be appointed within [5
(five)] Business Days from the date of the Notice of Arbitration. The third arbitrator shall be
jointly appointed by the two arbitrators appointed by the Parties within [5 (five)] Business Days
of appointment of the second arbitrator.
18.2.3 The seat of the arbitration shall be Delhi. The language of the arbitration shall be English. The
arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996.
18.2.4 The arbitration award shall be final and binding on the Parties and the Parties agree to be bound
thereby and to act accordingly.
18.2.5 The arbitrator may award costs and expenses (including fees of its counsel) to a Party that
substantially prevails on the merits.
18.2.6 Without prejudice to and subject to the indemnification provisions in this Agreement, the
Parties shall equally bear the costs incurred in the arbitration unless otherwise awarded or fixed
by the arbitrators.
18.2.7 The Parties shall co-operate in good faith to expedite, to the maximum extent practicable, the
conduct of any arbitral proceedings commenced pursuant to this Agreement.
19. MISCELLANEOUS
19.1 Notices
19.1.1 Any notice pursuant to this Agreement, shall be in writing signed by (or by some person duly
authorised by) the person giving it and may be served by leaving it or sending it by e-mail,
facsimile, prepaid recorded delivery or registered post addressed as follows (or to such other
address as shall have been duly notified in accordance with this Clause 19.1):
If to the Seller, at:
Kind Attn.:
Designation:
Address:
Tel. No.:
E-mail id:
If to the Consumer, at:
Kind Attn.:
Designation:
Address:
Tel. No.:
E-mail id:

19.1.2 All notices given in accordance with this Clause, shall be deemed to have been served as below:
(a) if delivered by hand, postage (including registered post) or courier, at the time of delivery;
(b) if communicated by e-mail, on successful receipt of the same.
19.1.3 A notice or other communication received on a day other than a Business Day, or after business
hours in the place of receipt shall be deemed to be given on the next following Business Day in
such place.
19.2 Confidentiality
19.2.1 All non-public information (including the terms of this Agreement) and in particular, any
information provided by either Party to the other or which is identified by the disclosing Party,
in writing, as confidential or proprietary information, shall be treated in a confidential manner
and shall not be disclosed to any third party without the prior written consent of the non-
disclosing Party, which consent shall not be unreasonably withheld.
19.2.2 Notwithstanding the above, this Clause 19.2 (Confidentiality) and the restrictions herein
contained shall not apply to any information, which is:
(a) required to be disclosed pursuant to state or central law, an order or requirements of a

regulatory body or a court, after 5 (five) days' notice of such intended disclosure, is
given by the disclosing Party to the non-disclosing Party, or if 5 (five) days’ notice is
not feasible, then such shorter notice as is feasible;
(b) disclosed by a Party to its Affiliate, or in connection with an assignment permitted

under this Agreement or to its officers, employees, agents, financiers, advisors,
contractors, agents who need to have access to such information for the proper
performance of their activities; or
(c) is, as of the time of disclosure, public knowledge without the fault of the disclosing
Party.
19.3 Limitation of Liability
Except as specifically provided in this Agreement, no Party shall be liable to the other Party for
any consequential, indirect or special damage or loss of profit, revenue or goodwill, whether
arising in tort, contract or otherwise, by reason of this Agreement or otherwise.
19.4 Assignment
19.4.1 No Party shall assign any of its rights, entitlements, interests, benefits or obligations under or
pursuant to this Agreement without the prior written consent of the other Party. The other
Party shall consider the request for assignment, only if, the assignee:
(a) has the financial standing to perform the obligations under this Agreement;
(b) creditworthiness similar to the assignor;

(c) expressly agrees to assume all obligations and liabilities under this Agreement from
the date of assignment, without any caveat;
(d) is in a position to perform the assigned portion; and
(e) has agreed to execute all the necessary documents and instruments, as may be required
by the other Party concerning such assignment.
19.4.2 Notwithstanding the provisions of Clause 19.4.1 above, the Consumer acknowledges and
agrees that the Seller may, without prior consent of the Consumer, assign its rights,
entitlements, interests and benefits and transfer its obligations under this Agreement or create
an Encumbrance on the Project or the Project Site by way of security in favour of its Lenders,
and/or create a right of step-in/substitution in their favour.
19.5 Waiver
Any failure on the part of a Party to exercise, and any delay in exercising, not exceeding the
limitation period under applicable Law, any right hereunder shall not operate as a waiver. No
waiver by a Party of any right hereunder with respect to any matter or default arising in
connection with this Agreement shall be considered a waiver with respect to any subsequent
matter or default.
19.6 Entire Agreement
19.6.1 This Agreement constitutes the entire agreement between the Parties, concerning the subject
matter hereof.
19.6.2 All previous documents, undertakings, and agreements, whether oral, written, or otherwise,
between the Parties concerning the subject matter hereof are hereby cancelled and shall be of
no further force or effect and shall not affect or modify any of the terms or obligations set forth
in this Agreement, except as the same may be made part of this Agreement in accordance with
its terms.
19.7 Binding Effect and Severability
19.7.1 All terms and conditions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the legal representatives and permitted assigns of the Parties.
19.7.2 The Parties agree that if any provision of this Agreement is or becomes invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions shall not, in
any way, be affected or impaired.
19.7.3 Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to
agree the terms of a mutually satisfactory provision, achieving as nearly as possible the same
commercial effect, to be substituted for the provision so found to be void or unenforceable.
19.8 Further Acts and Assurances

Each Party hereby agrees to execute and deliver all such further agreements, documents and
instruments, and to do and perform all such further acts and things, as shall be necessary or
convenient to carry out the provisions of this Agreement and to consummate the transactions
contemplated in this Agreement.
19.9 Amendment
Except as provided in Clause 14.2 (Relief for Change in Law) and as required by the Lenders, this
Agreement shall not be amended, changed, altered, or modified except by a way of a written
instrument duly executed by the authorised representatives of the Parties.
19.10 Survival
The provisions of Clause 1 (Definitions and Interpretation), Clause 15 (Indemnification), Clause 16

(Representations and Warranties), Clause 17 (Governing Law and Jurisdiction), Clause 18 (Dispute
Resolution) and Clause 19 (Miscellaneous) shall survive the determination or termination of this
Agreement.
19.11 Stamp Duty and Registration Costs
The Parties agree to equally bear any charges on account of stamping or registration of this
Agreement and/or any other related agreements that may be applicable and is levied by the
concerned authorities on registration of this Agreement or any of the related agreements.
[Signature Page Follows]

SIGNATURE PAGE
AS WITNESS this Agreement has been signed by the Parties (or their duly authorised representatives)
on the date stated at the beginning of this Agreement.
SIGNED AND DELIVERED BY )

)
as authorised representative on behalf of )
For the Seller )
in the presence of: ) ....................................................................................
Authorised Signatory
SIGNED AND DELIVERED BY )

)
as authorised representative on behalf of )
For the Consumer )
in the presence of: ) ....................................................................................
Authorised Signatory

ANNEXURE 1
ASSURED DELIVERED ENERGY
[Drafting Note: To be inserted by the Parties]

ANNEXURE 2
TOTAL VARIABLE CONSUMPTION CHARGES


ANNEXURE 3
BASE TARIFF ESCALATION


ANNEXURE 4
END OF TERM PURCHASE PRICE
[Drafting Note: To be inserted by the Seller]
# Year of Termination/Expiry Purchase Price

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Power Purchase Agreement - IL Draft – v2 - 19072018

POWER PURCHASE AGREEMENT

1. DEFINITIONS AND RULES OF INTERPRETATION ....................................................... 3

Private and Confidential Page 2 of 42

POWER PURCHASE AGREEMENT

A. The Consumer is [insert description of Consumer's business];

1. DEFINITIONS AND RULES OF INTERPRETATION

("Additional Duties") shall have the meaning assigned to it in Clause 5.1(x);

Private and Confidential Page 3 of 42

"Affected Party" shall have the meaning assigned to it in Clause 13.1;

"Approvals" means all permits, clearances, licenses, consents, authorisations, registrations,

"Appropriate Commission" means the Central Electricity Regulatory Commission referred to

"Base Tariff" shall have the meaning assigned to it in Clause 7.2.1;

Private and Confidential Page 4 of 42

"Change in Law" shall have the meaning assigned to it in Clause 14.1;

"Check Meter" shall have the meaning ascribed to it in Clause 6.1;

"Claims" shall have the meaning assigned to it in Clause 15.1;

"Consumer's Termination Compensation" shall have the meaning assigned to it in Clause

Private and Confidential Page 5 of 42

"Dispute" shall have the meaning assigned to it in Clause 18.1;

"Disputed Amount" shall have the meaning assigned to it in Clause 7.5.1;

"Due Date" shall have the meaning assigned to it in Clause 7.4.1;

["Escalated Tariff" shall have the meaning assigned to it in Clause 7.2.2;]

Private and Confidential Page 6 of 42

any of its Affiliates);

["Floor Tariff" shall have the meaning assigned to it in Clause 8.2;]

"Indemnified Party" shall have the meaning assigned to it in Clause 15.1;

"Indemnifying Party" shall have the meaning assigned to it in Clause 15.1;

"Invoice" shall have the meaning assigned to it in Clause 7.3.1;

"kWh" means kilo Watt hour, a unit of measurement of electrical energy;

Private and Confidential Page 7 of 42

"Main Meter" shall have the meaning ascribed to it in Clause 6.1;

"Notice of Arbitration" shall have the meaning assigned to it in Clause 18.2.1;

"Project" shall have the meaning assigned to it in Recital (B);

"Project Site" shall have the meaning assigned to it in Clause 3.1;

"Promoter" shall mean [■], and shall include its successors;

“Purchase Price” shall have the meaning assigned to it in Clause 12.1;

"Term" shall have the meaning assigned to it in Clause 2.2;

Private and Confidential Page 8 of 42

"Termination Security" shall have the meaning assigned to it in Clause 5.1(e);

(j) a reference to any document (including this Agreement) is to that document as

Private and Confidential Page 9 of 42

amended, consolidated, supplemented, novated or replaced from time to time;

2. EFFECTIVENESS AND TERM OF THE AGREEMENT

3. CONSTRUCTION, COMMISSIONING, OPERATION AND MAINTENANCE OF THE

1 Drafting Note: Term of the PPA to be inserted by [ReNew].

Private and Confidential Page 10 of 42

3.6 Extension of Time

(b) due to a Force Majeure Event;

(c) due to a Change in Law;

Private and Confidential Page 11 of 42

the Long Stop Date; and

3.7 Operations and Maintenance of the Project

4. SALE AND PURCHASE OBLIGATIONS

Private and Confidential Page 12 of 42

4.5 ACCESS TO PROPERTY, SITE, SAFETY, EQUIPMENT AND OWNERSHIP

4.5.1 Licence to Use

4.5.2 Access Rights

Notwithstanding anything contained hereinabove, the Consumer acknowledges that during

5. GENERAL OBLIGATIONS AND UNDERTAKINGS OF THE CONSUMER

Private and Confidential Page 13 of 42

(k) provide internet facility for remote monitoring;