Common use of Conditions Precedent for Concessionaire Clause in Contracts

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: (a) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Date; (c) Achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: a. Submitted a detailed design including the architectural plans, elevation section, as per the applicable Local Building Byelaws, Norms etc, of the Project to the Authority for its approval from the Design Approval Committee, within a time period of 60 (asixty) days from the Proposal Acceptance Date. b. Incorporated the necessary suggestions/ amendments proposed by the Design Approval Committee/ Authority, within a period of 15 (fifteen) days from the date of receipt of such suggestions from the Design Approval Committee. However, it is clarified here that the Concessionaire shall not start the construction until and unless the Authority approves the detailed design of the Ecotourism & Adventure Park again after carrying out necessary amendments, which shall not be unduly delayed. c. Submitted a preliminary cost estimate of the Project to the Authority for its perusal. d. Provided a certified an undertaking that all of the Representations and Warranties of the Concessionaire set forth in Article 17 are true copy and correct as on date of its constituent documentsthis Agreement and as on the Compliance Date and thereafter; (b) Prepared e. executed and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to procured execution of the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed DateEscrow Agreement; f. Provided the Authority copies (ccertified as true copies by an authorized officer of the Concessionaire) Achieved financial closure i.e. procured and raised all of the funds constitutional documents of the Concessionaire; g. Provided the Authority copies (debt, equity, etc.) necessary to finance the Project certified as evidenced true by the funding documents becoming effective and Director of the Concessionaire) of all resolutions adopted by the Board of Directors of the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.

Conditions Precedent for Concessionaire. i. The obligations Concessionaire shall have furnished Detailed Project Report (DPR) outlining its detailed engineering designs/ drawings, Project Plans, construction methodology, quality assurance procedures, and the procurement, engineering & construction time schedule for completion of the Project in accordance with the Project Completion Schedule as set forth in Schedule-F. The Concessionaire shall also address any comments/ observations of the Authority on the DPR and PLBs hereunder are subject also incorporate any suggestions/ modifications as may be suggested by the Authority. ii. Concessionaire shall have furnished constitutional documents, Board Resolution, certified copies of Project Agreement, financing plan and any other document related to the satisfaction in full execution of the following Conditions Precedent of Project to the ConcessionaireConcessioning Authority for approval. The Concessionaire shall have:commence the installation/ construction only after approval of the DPR. iii. Concessionaire shall also have submitted three (a3) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Date; (c) Achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of all Project Agreements, in particular, the Financing Documents, the EPC Contract, etc. as well as the shareholders funding Agreement to the Concessioning Authority. iv. Concessionaire shall have obtained all such Applicable Permits unconditionally or if subject to conditions then all such conditions must have been satisfied in full and such Applicable Permits are and shall be kept in full force and effect for the relevant period during the subsistence of the Concession Agreement. v. Concessionaire shall make all the necessary applications at its board resolution authorizing cost that are required for obtaining the executionland, delivery forest and performance environment clearances and fulfill any necessary conditions as may be required. The Concessionaire shall also bear the cost of taking the Environmental/ Forest clearances/ ROW i.e. NPV of trees etc. vi. Concessioning Authority should have received from the Indian legal counsel of the Concessionaire a legal opinion with respect to the authority of the Concessionaire to enter into this Agreement by and the ConcessionaireProject Agreements and the Financing Documents and the enforceability of the provisions thereof; vii. Concessionaire should have provided the Construction Period Performance Security in the form of an unconditional and irrevocable Bank Guarantee of (f5% of the total project cost of successful bidder or minimum 10 Crores) Executed Rs. …. Crores (Rupees …… crores only) to the Concessioning Authority; and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Concessionaire should have executed the Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.

Conditions Precedent for Concessionaire. 3.2.1 The obligations Concessionaire within a period of [120] [(one hundred twenty)] days from the Authority and PLBs hereunder are subject Effective Date fulfil the following conditions to the satisfaction in full of the following Conditions Precedent of Construction Supervisor and ULB and deliver to the Concessionaire. The Concessionaire shall haveConstruction Supervisor appropriate documentary support to confirm that these conditions have been fulfilled: (a) Provided deliver to the Construction Supervisor, a certified true copy legal opinion from the legal counsel of the Concessionaire with respect to the authority of the Concessionaire to enter into this Agreement and the enforceability of the provisions thereof and to confirm that the obligations of the Concessionaire under this Agreement are not in contradiction with the provisions of its constituent documentsMemorandum and Articles of Association and any other agreement to which it is party; (b) Prepared furnish the copies (certified as true copies by a director of the Concessionaire) of its Memorandum and submitted a Detailed Project ReportArticles of Association, covering technology proposedduly modified to incorporate the necessary provisions of this Agreement, demand assessmentand the agreement, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to if any between its shareholders/members of the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed DateConsortium; (c) Achieved financial closure i.e. procured and raised furnish all the funds (debt, equity, etc.) necessary to finance the Project as evidenced resolutions adopted by the funding documents becoming effective and Board of Directors of the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised certified as true copies by a director of its board resolution the Concessionaire) taking note of the RFP and authorizing the execution, delivery and performance by the Concessionaire of this Agreement by each of the Project Agreements; (d) furnish a certificate of the Statutory Auditors certifying the shareholding pattern of the Concessionaire; (e) furnish the Performance Security as stipulated in Article 6.1; (f) Executed furnish atleast 5 (five) copies of its Financial Plan and procured execution Financing Agreements for the Project and demonstrate Financial Close. Provided, Financial Close shall be deemed to be achieved if the only condition pending for achievement of Escrow Agreement in terms of Financial Close are those which are required to be fulfilled by the ULB under Article 106.24.2 hereunder; (g) Executed furnish atleast 5 (five) copies of its Development Plan including the Drawings for the Project. The Concessionaire shall at its cost, prepare the Development Plan in conformity with the Scope of Work. The Development Plan shall inter- alia provide: (i) Plan for development, operation, maintenance and management of the Project. (ii) Detailed break-up of Project Cost in accordance with Good Engineering Practices basing them primarily on UPPWD Rates, CPWD Rates, fully justified market rates and supported with Quotations). (iii) Details of capital investment proposed against the Capital Grant being made available to the Concessionaire for development of the Project. (iv) Details of additional investment to be made by the Concessionaire for development of MSW Processing Facility and Landfill Facility along with detailed BoQ. (v) Details of MSW processing and landfilling technology proposed to be adopted by the Concessionaire for the Project (vi) Details of equipment to be procured, erected and installed at the Project Facilities (vii) PERT / Xxxxx chart for development of the Project In addition to the above, the Concessionaire may be required to provide any further information as may be reasonably required by the Construction Supervisor / ULB. (h) apply / obtain Applicable Permits as may be required for development of the Project; (i) executed and procured execution of the Project Account Agreement and opened the Project Account; (a) executed and procured execution of the Substitution Agreement; (hj) Confirmed that all procured and furnished the representations and warranties following confirmations, in original, from the Selected Bidder/ members of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct;Consortium: (i) Executed it / they shall at all times comply with the Land Lease Agreement(s) and taken over vacant and unencumbered possession provisions of all Article 6.20 in respect of their shareholding in the Site(s) from the Authority and PLBsConcessionaire; (jii) Made an application it / they has / have the financial standing and resources to Kerala State Electricity Regulatory Commission fund / raise finances for undertaking and implementing the Project in accordance with this Agreement; (iii) the “Power regulator”) for fixing power tariff for Selected Bidder is / each of the Waste Processing Plant member of the Consortium is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the ULB and C&DS, UPJN to be paid by KSEB, as provided Power Purchase enter into this Agreement (PPA) signed between with the Concessionaire and KSEB separately; andhas agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon 3.2.2 Upon written request in writing by of the Concessionaire, the Authority / PLBs may Construction Supervisor in consultation with the ULB may, in its sole discretion, waive fully or partially any or all of the Conditions Precedent set forth in this Article 2.6fully or partially and/or grant additional time for fulfilment of any or all of the Conditions Precedent set forth in Article [3. 2.1 and the Concessionaire shall be bound to ensure compliance within such additional time as may be specified by the Construction Supervisor

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall haveshall: (a) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, a. provide to the Authority, consistent with no later than 90 (ninety) days from the technical plan submitted during date of this Agreement, an irrevocable and upfront fee of INR 1 Crore (Rupees one crore only) of its obligations b. provide to the bidding stage Authority, no later than 90 (ninety) days from the date of this Agreement, an irrevocable and unconditional Bank Guarantee (the “Performance Security”) for the performance of its obligations c. incorporate the necessary suggestions/ amendments proposed by the Design Approval Committee/ Authority, within 3 months a period of 30 (thirty) days from Appointed Datethe date of receipt of such suggestions from the Design Approval Committee; d. provide an undertaking that all of the Representations and Warranties of the Concessionaire set forth in Article 17 are true and correct as on date of this Agreement and as on the Compliance Date and thereafter; e. provide copies (ccertified as true copies by an authorized officer of the Concessionaire) Achieved financial closure i.e. procured and raised all of the funds constitutional documents of the Concessionaire. f. Provide copies (debt, equity, etc.) necessary to finance the Project certified as evidenced true by the funding documents becoming effective and Director of the Concessionaire) of all resolutions adopted by the Board of Directors of the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed g. receive from the Indian Legal Counsel of the Concessionaire a legal opinion with respect to the authority of the Concessionaire to enter into this Agreement and procured execution the Project Agreements and the Financing Documents and the enforceability of Escrow Agreement in terms of Article 10the provisions thereof; h. prepare in consultation with the Independent Engineer and submit a Project Implementation Schedule to the Concessionaire as specified in Article 8.6 (g) Executed and procured execution of Substitution Agreementa); (h) Confirmed that all the representations i. submit safety plans and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, procedures as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separatelyper Article 8.15; and (k) Procured at its own cost, water connection, power connection and other service connections to j. achieve Financial Close as per the Siteprovisions of Article 19. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in may, at its sole discretiondiscretion and in writing, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.64.2.

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: (a) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Date; (c) Achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) site from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.

Conditions Precedent for Concessionaire. 4.2.1 The obligations Concessionaire within a period of [120] [(one hundred twenty)] days from the Effective Date fulfil the following conditions to the satisfaction of the Authority and PLBs hereunder are subject deliver to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall haveAuthority, appropriate documentary support to confirm that these conditions have been fulfilled: (a) Provided a certified true copy provided an evidence to the Authority that the Performance Security as furnished by the Concessionaire on execution of its constituent documentsthis Agreement is in full force and effect. For the avoidance of doubt, it is expressly clarified that should the Performance Security have been encashed in accordance with Clause 4.5.3, the Concessionaire shall ensure that the Performance Security has been replenished and such Performance Security is in full force and effect on the Appointed Date; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, deliver to the Authority, consistent a legal opinion from the legal counsel of the Concessionaire with respect to the authority of the Concessionaire to enter into this Agreement and the enforceability of the provisions thereof and to confirm that the obligations of the Concessionaire under this Agreement are not in contradiction with the technical plan submitted during the bidding stage within 3 months from Appointed Dateprovisions of its bye-laws and any other agreement to which it is party; (c) Achieved financial closure i.e. procured and raised all furnish the funds copies (debt, equity, etc.certified as true copies by a member of the governing body of the Concessionaire) necessary to finance the Project as evidenced by the funding documents becoming effective of its bye-laws and the Concessionaire having immediate access to agreement if any between its members of the funds thereunderConsortium; (d) Finalized and taken over Secondary Collection Points in furnish all resolutions adopted by the Project Area in consultation with governing body of the PLBs; Concessionaire (e) Provided notarised certified as true copies by a member of its board resolution the governing body of the Concessionaire) taking note of the RFP and the Proposal and authorizing the execution, delivery and performance by the Concessionaire of this Agreement by each of the Project Agreements; (e) furnish a certificate of the Statutory Auditors certifying the details of all members of the Concessionaire; (f) Executed furnish atleast 5 (five) copies of its Financial Package, Financing Agreements and procured execution the Financial Model for the Project and demonstrate Financial Close. Provided Financial Close shall be deemed to be achieved if the only condition pending for achievement of Escrow Agreement in terms of Article 10Financial Close are those which are required to be fulfilled by the Authority under Clause 5.2.2 hereunder; (g) Executed prepare, finalize and procured execution submit atleast 5 (five) copies of Substitution Agreementits Detailed Project Report including the design, Project Completion Schedule and the Construction Quality Plan and receive approval on the same from the Independent Engineer / Authority; (h) Confirmed that procured all the representations and warranties Applicable Permits as may be required for development of the Concessionaire/ Successful Bidder set forth Medical College unconditionally or if subject to conditions then all such conditions shall have been satisfied in the Proposal of the Successful Bidder full and such Applicable Permits are in this Agreement are true full force and correcteffect; (i) Executed procure and furnish the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) following confirmations, in original, from the Authority and PLBsSelected Bidder/ members of Consortium: (i) it / they shall at all times comply with the provisions of Clause 5.3 in respect of their shareholding in the Concessionaire; (jii) Made an application it / they has / have the financial standing and resources to Kerala State Electricity Regulatory Commission fund / raise finances for undertaking and implementing the Project in accordance with this Agreement; (iii) the “Power regulator”) for fixing power tariff for Selected Bidder / each of the Waste Processing Plant member of the Consortium is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to be paid by KSEB, as provided Power Purchase enter into this Agreement (PPA) signed between with the Concessionaire and KSEB separately; andhas agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon 4.2.2 Upon written request in writing by of the Concessionaire, the Authority / PLBs may may, in its sole discretion, waive fully or partially any or all of the Conditions Precedent set forth in this Article 2.6.fully or partially and/or grant additional time for fulfilment of any or all of the Conditions Precedent set forth in Clause 4.2.1 and the Concessionaire shall be bound to ensure compliance within such additional time as may be specified by the Authority

Conditions Precedent for Concessionaire. The obligations P&D (CP-P&D Concessionaire) a. executed Waste Supply Agreement with Other Cluster ULBs b. facilitated appointment of Independent Expert as per Article 4; c. provided the Concessioning Authority notarised true copies of its board resolution authorising the execution, delivery and PLBs hereunder are subject to the satisfaction in full performance of the following Conditions Precedent of this Agreement by the Concessionaire. The Concessionaire shall have: (a) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, d. fulfilled all the pre-conditions to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Dateexecution of this Agreement as mentioned in recital G of this Agreement; (c) Achieved financial closure e. achieved Financial Closure i.e. procured and raised all the funds (debt, equity, grant etc.) necessary to finance the Project Construction Works – P&D as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunderthere under; (d) Finalized and taken over Secondary Collection Points in f. executed the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Processing & Disposal Facilities Site Lease Agreement(sDeed(s) and taken over vacant and unencumbered possession of all the Site(s) Processing & Disposal Facilities Site from the Concessioning Authority in accordance with Annexure 5 g. got approved from the Concessioning Authority the Detailed Project Report (DPR) means design and PLBsdetailed engineering forthe Project Facilities in accordance with the provisions of Annexure 19; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEBh. received, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Processing & Disposal Facilities Site i. obtained at its cost the Applicable Approvals set out in Annexure 7 that are required to commence the Construction Works unconditionally or if subject to conditions then all such conditions have been satisfied in full and such Applicable Approvals are in full force and effect; j. confirmed that all the representations and warranties of the Concessionaire/Selected Bidder set forth in the Proposal of the Selected Bidder and in this Agreement are true and correct. Provided that upon request in writing by the Concessionaire, the Concessioning Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.2.2. Fulfilment of all CP-P&D (Concessionaire), except for achievement of Financial Closure shall be the condition precedent for effectiveness of Financing Agreements

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: (a) Provided : Submitted a certified true copy detailed design including the architectural plans, elevation section, as per the applicable Local Building Byelaws, Norms etc, of its constituent documents; (b) Prepared and submitted a Detailed the Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority for its approval from the Design Approval Committee, within a time period of 60 (sixty) days from the Proposal Acceptance Date. Incorporated the necessary suggestions/ amendments proposed by the Design Approval Committee/ Authority, consistent with within a period of 15 (fifteen) days from the technical plan submitted during date of receipt of such suggestions from the bidding stage within 3 months from Appointed Date; (c) Achieved financial closure i.e. procured Design Approval Committee. However, it is clarified here that the Concessionaire shall not start the construction until and raised all unless the funds (debtAuthority approves the detailed design of the Ecotourism & Adventure Park again after carrying out necessary amendments, equity, etc.) necessary to finance which shall not be unduly delayed. Submitted a preliminary cost estimate of the Project to the Authority for its perusal. Provided an undertaking that all of the Representations and Warranties of the Concessionaire set forth in Article 17 are true and correct as evidenced on date of this Agreement and as on the Compliance Date and thereafter; executed and procured execution of the Escrow Agreement; Provided the Authority copies (certified as true copies by an authorized officer of the Concessionaire) of the constitutional documents of the Concessionaire; Provided the Authority copies (certified as true by the funding documents becoming effective and Director of the Concessionaire) of all resolutions adopted by the Board of Directors of the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all ; Received from the representations and warranties Indian Legal Counsel of the Concessionaire/ Successful Bidder set forth in Concessionaire a legal opinion with respect to the Proposal authority of the Successful Bidder and in Concessionaire to enter into this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) Project Agreements and taken over vacant the Financing Documents and unencumbered possession the enforceability of all the Site(s) from provisions thereof Prepare in consultation with the Authority Independent Engineer and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections submit a Project Implementation Schedule to the SiteConcessionaire as specified in Article 8.6 (a). Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in may, at its sole discretiondiscretion and in writing, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.64.2.

Conditions Precedent for Concessionaire. 2.8.1 The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall havebe required to fulfill the following Conditions Precedent obligations on or prior to the Compliance Date: (a) Provided provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, Provided the Performance Security to the Lead Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Date; (c) Achieved the Concessionaire/Agency submitted the work design & costing of work details of Allied Infrastructure such as Approach Road to the site, Compound Wall, Street Lighting, Water & Power Connection till the site entry within 10 days of the signing of the Concession Agreement for approval of the District Level Project Committee constituted and headed by Dist. Collector and certification by the Engineering Wing as nominated by The Dist. Collector. (d) within 30 days after signing the Concession Agreement prepared comprehensive C & D Waste Management Plan, Detailed Project Report (DPR), Detailed layout plan & design for the project facilities with Drawing, Specifications and Costing covering aspects such as segregation, storage, collection, reuse, technology, processing, recycling, transportation and disposal etc. and submitted to the Authority of the Concession Agreement and to seek approval on the same from Authority. (e) achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (df) Finalized finalised and taken over Secondary Designated Collection Points in the Project Area in consultation with the PLBs;Authority for the ULBs wherein the Concessionaire shall undertake C&T. (eg) Provided notarised provided the Authority notarized true copies of its board resolution authorizing authorising the execution, delivery and performance of this Agreement by the Concessionaire; (fh) Executed executed and procured execution of Escrow Agreement in terms of Article 109; (gi) Executed executed and procured execution of Substitution Agreement; (hj) Confirmed Obtaining of all Applicable Approvals including environment clearances; (k) Delivered to the Authority the Confirmation that all the representations and warranties of the Concessionaire/ Concessionaire/Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (il) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBsAuthority; (jm) Made an application Submission of Operational plan to Kerala State Electricity Regulatory Commission the Authority for collection and transportation of C&D Waste in line with the comprehensive C & D Waste Management Plan, Detailed Project Report (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; andDPR),. (kn) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.62.8.

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: (a) Provided provided a certified true copy of its constituent documents; (b) Prepared prepare and submitted submit a Detailed Project Reportdetailed project report, covering technology proposed, consisting of demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing detailscost, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Datestage; (c) Achieved achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (d) Finalized finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed executed and procured execution of Substitution Agreement; (h) Confirmed confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made provide all details and clarifications for making an application by the Authority to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and; (k) Procured at its own cost, water connection, power connection and other service connections to the Site; and (l) Submission of Operational plan for collection and transportation of Solid Waste. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.

Conditions Precedent for Concessionaire. The obligations of the Authority and PLBs hereunder are subject to the satisfaction in full of the following Conditions Precedent of the Concessionaire. The Concessionaire shall have: (a) Provided a certified true copy of its constituent documents; (b) Prepared and submitted a Detailed Project Report, covering technology proposed, demand assessment, technical feasibility, detailed cost estimates, capital investment plan, project financing details, revenue projections, environment & social impact assessment and detailed financial analysis, to the Authority, consistent with the technical plan submitted during the bidding stage within 3 months from Appointed Date; (c) Achieved financial closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate access to the funds thereunder; (d) Finalized and taken over Secondary Collection Points in the Project Area in consultation with the PLBs; (e) Provided notarised true copies of its board resolution authorizing the execution, delivery and performance of this Agreement by the Concessionaire; (f) Executed and procured execution of Escrow Agreement in terms of Article 10; (g) Executed and procured execution of Substitution Agreement; (h) Confirmed that all the representations and warranties of the Concessionaire/ Successful Bidder set forth in the Proposal of the Successful Bidder and in this Agreement are true and correct; (i) Executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the Authority and PLBs; (j) Made an application to Kerala State Electricity Regulatory Commission (the “Power regulator”) for fixing power tariff for the Waste Processing Plant to be paid by KSEB, as provided Power Purchase Agreement (PPA) signed between Concessionaire and KSEB separately; and (k) Procured at its own cost, water connection, power connection and other service connections to the Site. Provided that upon request in writing by the Concessionaire, the Authority / PLBs may in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Article 2.6.