Common use of Obligations of the SPV Clause in Contracts

Obligations of the SPV. 5.1.1 Subject to the provisions of Article 6 below, the SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. 5.1.2 The SPV shall submit the final design and drawings, layout and drawings/bill of material of the Project and associated evacuation infrastructure to MSEDCL. 5.1.3 The SPV shall be responsible for undertaking ownership, financing, development, design, engineering, procurement, construction, Commissioning, operation, and maintenance of the Project including the evacuation infrastructure up to the Delivery Point, at its own cost. 5.1.4 The SPV shall implement the Project on a ‘Build Own Operate’ (BOO) mode and supply power to MSEDCL, with desired level of performance, until the Expiry Date in accordance with the applicable Law, the Grid Code and the terms and conditions of this PPA and those prescribed in the RfS. 5.1.5 The SPV shall be responsible for obtaining all remaining statutory clearances, Approvals and permits, other than those which has already been accorded to the SPV, as may be necessary for the development and operation of the Project, an indicative list of which has been provided in Schedule 4 hereto, at its cost in a timely manner. Notwithstanding any Approvals already present with the SPV, the procurement of all construction and operations related Approvals for the Project shall be the sole responsibility of the SPV. 5.1.6 The SPV shall be responsible for commencing of supply of power up to the Contracted Capacity to MSEDCL no later than the Scheduled Commercial Operation Date and continue the supply of power throughout the Term. 5.1.7 The SPV shall undertake at its own cost construction/ upgradation of: (a) the Interconnection Facilities, (b) the transmission lines, upto the Delivery Point and as per the specifications and requirements of STU/ MSEDCL, as notified to the SPV. 5.1.8 The SPV shall undertake at its own cost maintenance of the Interconnection Facilities as per the specifications and requirements of STU / MSEDCL, as notified to the SPV, in accordance with Prudent Utility Practices. 5.1.9 The SPV shall be responsible for all payments on account of any taxes, cesses, duties, or levies imposed by the GoI/GoM or its competent statutory authority on the land, equipment, material or works of the Project or on the electricity generated or consumed by the Project or by itself or on the income or assets owned by it. 5.1.10 To apply to MSEDCL for connection for the plant from MSEDCL for power to be consumed during construction, wherever applicable. 5.1.11 Fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.12 Operation and maintenance of the Project and power evacuation lines to the substation will be the responsibility of SPV. 5.1.13 Maintain connectivity and accuracy of remote monitoring unit (“RMU”) with MSEDCL’s / STU’s system. 5.1.14 Maintain guaranteed performance parameters including those specified in Schedule 1. 5.1.15 Ensure that meter reading shall be through AMR. In case meter is not fetching data through AMR, joint meter readings shall be undertaken with MSEDCL on a monthly basis. 5.1.16 Raising Invoices in a timely manner. 5.1.17 Notwithstanding anything to the contrary contained in this PPA, the SPV shall ensure that the technical parameters or equipment limits of the Project shall always be subject to the requirements as specified in Schedule 2. 5.1.18 If the SPV is unable to commence supply of solar power to MSEDCL by the Scheduled Commercial Operation Date, other than for the reasons specified in Article 6.2 or Article 10, the SPV shall pay Liquidated Damages for the delay in such commencement of supply of solar power as per this PPA. 5.1.19 The SPV shall be responsible for completion of all activities mentioned provided in this PPA within the timelines prescribed herein. 5.1.20 The SPV shall ensure that it owns the Project throughout the Term, free and clear of encumbrances, except those expressly permitted under Article 15 hereof. 5.1.21 The SPV shall be further required to provide entry to the site of the Project free of all encumbrances at all times during the Term of this PPA to MSEDCL representative for inspection and verification of the works being carried out by the SPV at the site of the Project. 5.1.22 The SPV shall effect and maintain or cause to be effected and maintained, at its own cost and expense, throughout the Term of this PPA, insurances against such risks to keep the Project in good condition and shall take ‘Industrial All Risk’ insurance policy covering risks against any loss or damage, with such deductibles and with such endorsements and co-insured(s), which the Prudent Utility Practices would ordinarily merit maintenance of and as required under the Financing Documents, and under the Laws. 5.1.23 In case of the Project not being implemented through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be first applied to reinstatement, replacement or renewal of such loss or damage. In case of the Project being financed through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be applied as per such Financing Documents. 5.1.24 The SPV shall ensure that there is no change in the shares held by the Solar Project Developer in the SPV for a period of at least 1 (one) year from the Commercial Operation Date of the Project. 5.1.25 The SPV shall undertake all such actions as may be required to finalise and procure the land parcel for development of the Units corresponding to the additional substations in respect of the Green Shoe Option Capacity within a period of 4 (four) months from the effective date of this PPA and provide details of such land parcels, along with supporting evidence of such procurement to MSEDCL within the aforementioned period of 4 (four) months.

Obligations of the SPV. 5.1.1 Subject to the provisions of Article 6 below, the SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. 5.1.2 The SPV shall submit the final design and drawings, layout and drawings/bill of material of the Project and associated evacuation infrastructure to MSEDCL. 5.1.3 The SPV shall be responsible for undertaking ownership, financing, development, design, engineering, procurement, construction, Commissioning, operation, and maintenance of the Project including the evacuation infrastructure up to the Delivery Point, at its own cost. 5.1.4 The SPV shall implement the Project on a ‘Build Own Operate’ (BOO) mode and supply power to MSEDCL, with desired level of performance, until the Expiry Date in accordance with the applicable Law, the Grid Code and the terms and conditions of this PPA and those prescribed in the RfS. 5.1.5 The SPV shall be responsible for obtaining all remaining statutory clearances, Approvals and permits, other than those which has already been accorded to the SPV, as may be necessary for the development and operation of the Project, an indicative list of which has been provided in Schedule 4 hereto, at its cost in a timely manner. Notwithstanding any Approvals already present with the SPV, the procurement of all construction and operations related Approvals for the Project shall be the sole responsibility of the SPV. 5.1.6 The SPV shall be responsible for commencing of supply of power up to the Contracted Capacity to MSEDCL no later than the Scheduled Commercial Operation Date and continue the supply of power throughout the Term. 5.1.7 The SPV shall undertake at its own cost construction/ upgradation of: (a) the Interconnection Facilities, (b) the transmission lines, upto the Delivery Point and as per the specifications and requirements of STU/ MSEDCL, as notified to the SPV. 5.1.8 The SPV shall undertake at its own cost maintenance of the Interconnection Facilities as per the specifications and requirements of STU / MSEDCL, as notified to the SPV, in accordance with Prudent Utility Practices. 5.1.9 The SPV shall be responsible for all payments on account of any taxes, cesses, duties, or levies imposed by the GoI/GoM or its competent statutory authority on the land, equipment, material or works of the Project or on the electricity generated or consumed by the Project or by itself or on the income or assets owned by it. 5.1.10 To apply to MSEDCL for connection for the plant from MSEDCL for power to be consumed during construction, wherever applicable. 5.1.11 Fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.12 Operation and maintenance of the Project and power evacuation lines to the substation will be the responsibility of SPV. 5.1.13 Maintain connectivity and accuracy of remote monitoring unit (“RMU”) with MSEDCL’s / STU’s system. 5.1.14 Maintain guaranteed performance parameters including those specified in Schedule 1. 5.1.15 Ensure that meter reading shall be through AMR. In case meter is not fetching data through AMR, joint meter readings shall be undertaken with MSEDCL on a monthly basis. 5.1.16 Raising Invoices in a timely manner. 5.1.17 Notwithstanding anything to the contrary contained in this PPA, the SPV shall ensure that the technical parameters or equipment limits of the Project shall always be subject to the requirements as specified in Schedule 2. 5.1.18 If the SPV is unable to commence supply of solar power to MSEDCL by the Scheduled Commercial Operation Date, other than for the reasons specified in Article 6.2 or Article 10, the SPV shall pay Liquidated Damages for the delay in such commencement of supply of solar power as per this PPA. 5.1.19 The SPV shall be responsible for completion of all activities mentioned provided in this PPA within the timelines prescribed herein. 5.1.20 The SPV shall ensure that it owns the Project throughout the Term, free and clear of encumbrances, except those expressly permitted under Article 15 hereof. 5.1.21 The SPV shall be further required to provide entry to the site of the Project Project, free of all encumbrances encumbrances, at all times during the Term of this PPA to MSEDCL representative for inspection and verification of the works being carried out by the SPV at the site of the Project. 5.1.22 The SPV shall effect and maintain or cause to be effected and maintained, at its own cost and expense, throughout the Term of this PPA, insurances against such risks to keep the Project in good condition and shall take ‘Industrial All Risk’ insurance policy covering risks against any loss or damage, with such deductibles and with such endorsements and co-insured(s), which the Prudent Utility Practices would ordinarily merit maintenance of and as required under the Financing Documents, and under the Laws. 5.1.23 In case of the Project not being implemented through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be first applied to reinstatement, replacement or renewal of such loss or damage. In case of the Project being financed through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be applied as per such Financing Documents. 5.1.24 The SPV shall ensure that there is no change in the shares held by the Solar Project Developer in the SPV for a period of at least 1 (one) year from the Commercial Operation Date of the Project. 5.1.25 The SPV shall undertake all such actions as may be required to finalise and procure the land parcel for development of the Units corresponding to the additional substations in respect of the Green Shoe Option Capacity within a period of 4 6 (foursix) months from the effective date of this PPA and provide details of such land parcels, along with supporting evidence of such procurement to MSEDCL within the aforementioned period of 4 6 (foursix) months.

Obligations of the SPV. 5.1.1 Subject to the provisions of Article 6 below, the SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. 5.1.2 The SPV shall submit the final design and drawings, layout and drawings/bill of material of the Project and associated evacuation infrastructure to MSEDCL. 5.1.3 The SPV shall be responsible for undertaking ownership, financing, development, designdesigning, engineering, procurement, construction, Commissioning, operation, and maintenance of the Project including the evacuation infrastructure up to the Delivery Point, at its own cost. 5.1.4 The SPV shall implement the Project on a ‘Build Own Operate’ (BOO) mode and supply power to MSEDCL, with desired level of performance, until the Expiry Date in accordance with the applicable Law, the Grid Code and the terms and conditions of this PPA and those prescribed in the RfS. 5.1.5 The SPV shall be responsible for obtaining all remaining statutory clearances, Approvals and permits, other than those which has already been accorded to the SPV, as may be necessary for the development and operation of the Project, an indicative list of which has been provided in Schedule 4 hereto, at its cost in a timely manner. Notwithstanding any Approvals which may be already present with the SPV, the procurement of all construction and operations related Approvals for the Project shall be the sole responsibility of the SPV. 5.1.6 The SPV shall be responsible for commencing of supply of power up to the Contracted Capacity to MSEDCL no later than the Scheduled Commercial Operation Date and continue the supply of power throughout the Term. 5.1.7 The SPV shall undertake at its own cost construction/ upgradation of: (a) the Interconnection Facilities, (b) the transmission lines, upto the Delivery Point and as per the specifications and requirements of STU/ MSEDCL, as notified to the SPV. 5.1.8 The SPV shall undertake at its own cost maintenance of the Interconnection Facilities as per the specifications and requirements of STU / MSEDCL, as notified to the SPV, in accordance with Prudent Utility Practices. 5.1.9 The SPV shall be responsible for all payments on account of any taxes, cesses, duties, or levies imposed by the GoI/GoM or its competent statutory authority on the land, equipment, material or works of the Project or on the electricity generated or consumed by the Project or by itself or on the income or assets owned by it. 5.1.10 To apply to MSEDCL for connection for the plant from MSEDCL for power to be consumed during construction, wherever applicable. 5.1.11 Fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.12 Operation and maintenance of the Project and power evacuation lines to the substation will be the responsibility of SPV. 5.1.13 5.1.12 Maintain connectivity and accuracy of remote monitoring unit (“RMU”) with MSEDCL’s / STU’s system. 5.1.14 5.1.13 Maintain guaranteed performance parameters including those specified in Schedule 1. 5.1.15 5.1.14 Ensure that meter reading shall be through AMR. In case meter is not fetching data through AMR, joint meter readings shall be undertaken with MSEDCL on a monthly basis. 5.1.16 5.1.15 Raising Invoices in a timely manner. 5.1.17 5.1.16 Notwithstanding anything to the contrary contained in this PPA, the SPV shall ensure that the technical parameters or equipment limits of the Project shall always be subject to the requirements as specified in Schedule 2. 5.1.18 5.1.17 If the SPV is unable to commence supply of solar power to MSEDCL by the Scheduled Commercial Operation Date, other than for the reasons specified in Article 6.2 or Article 10, the SPV shall pay Liquidated Damages for the delay in such commencement of supply of solar power as per this PPA. 5.1.19 The SPV shall be responsible for completion of all activities mentioned provided in this PPA within the timelines prescribed herein. 5.1.20 5.1.18 The SPV shall ensure that it owns the Project throughout the Term, free and clear of encumbrances, except those expressly permitted under Article 15 hereof. 5.1.21 5.1.19 The SPV shall be further required to provide entry to the site of the Project Project, free of all encumbrances encumbrances, at all times during the Term of this PPA to any MSEDCL representative representative, any Indian Governmental Instrumentality or any third party nominated by them for inspection and verification of the works being carried out by the SPV at the site of the Project. In case it is determined that the construction works/operation of the Project is not as per the Prudent Utility Practices, the third party and / or MSEDCL may seek clarifications from the SPV in this regard and require compliance with Prudent Utility Practices. 5.1.22 5.1.20 The SPV shall effect and maintain or cause to be effected and maintained, at its own cost and expense, throughout the Term of this PPA, insurances against such risks to keep the Project in good condition and shall take ‘Industrial All Risk’ insurance policy covering risks against any loss or damage, with such deductibles and with such endorsements and co-insured(s), which the Prudent Utility Practices would ordinarily merit maintenance of and as required under the Financing Documents, and under the Laws. 5.1.23 5.1.21 In case of the Project not being implemented through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be first applied to reinstatement, replacement or renewal of such loss or damage. In case of the Project being financed through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be applied as per such Financing Documents. 5.1.24 5.1.22 The SPV shall ensure that there is no change in the shares held by the Solar Project Developer in the SPV for a period of at least 1 (one) year from the Commercial Operation Date of the Project. However, in case of any proposed change in shareholding prior to 1 (one) year from the Commercial Operation Date, the SPV shall provide such information about its promoters and their shareholding and the proposed changes thereto to MSEDCL. Any change in the shareholding of the SPV after the expiry of 1 (one) year from the Commercial Operation Date shall be undertaken under prior written intimation to MSEDCL. 5.1.25 The 5.1.23 If the SPV is establishing the Project on private lands procured by the SPV, the SPV shall undertake all such actions as may be required to finalise and procure the land parcel for development of the Units corresponding to the additional substations in respect of the Green Shoe Option Capacity within a period of 4 6 (foursix) months from the effective date of this PPA and provide details of such land parcels, along with supporting evidence of such procurement to MSEDCL within the aforementioned period of 4 6 (foursix) months. 5.1.24 The SPV shall comply with the XXXXX Scheme, XXXXX C Guidelines and any other compliances that may be mandated in terms of applicable law, from time to time and such compliances shall be the sole responsibility of the SPV. 5.1.25 The SPV shall be responsible for: (a) completion of all activities mentioned provided in this PPA within the timelines prescribed herein; and (b) fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.26 The SPV shall not engage in any other activities other than the Project.

Obligations of the SPV. 5.1.1 Subject to the provisions of Article 6 below, the SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation SCSD. 5.1.2 The SPV shall obtain Financial Closure within 9 (nine) months from the Effective Date. 5.1.2 5.1.3 The SPV shall submit the final design and drawings, layout and drawings/bill of material of the Project and associated evacuation infrastructure to MSEDCL. 5.1.3 5.1.4 The SPV shall be responsible for undertaking ownership, financing, development, designdesigning, engineering, procurement, construction, Commissioning, operation, and maintenance of the Project including the evacuation infrastructure up to the Delivery Point, at its own cost. 5.1.4 5.1.5 The SPV shall implement the Project on a ‘„Build Own Operate’ Operate‟ (BOO) mode and supply power to MSEDCL, with desired level of performance, until the Expiry Date in accordance with the applicable Law, the Grid Code and the terms and conditions of this PPA and those prescribed in the RfS. 5.1.5 5.1.6 The SPV shall be solely responsible for obtaining all remaining statutory clearances, Approvals and permits, other than those which has already been accorded to the SPVApprovals, as may be necessary for the development and operation of the Project, an indicative list of which has been provided in Schedule 4 hereto, at its cost cost, in a timely manner. Notwithstanding any Approvals already present with the SPV, the procurement of all construction and operations related Approvals for the Project shall be the sole responsibility of the SPV. 5.1.6 5.1.7 The SPV shall be responsible for commencing of supply of power up to the Contracted Capacity to MSEDCL no later than the Scheduled Commercial Operation Date SCSD and continue the supply of power throughout the Term. 5.1.7 5.1.8 The SPV shall undertake shall, at its own cost cost, undertake the construction/ upgradation of: (a) the Interconnection Facilities, (b) the transmission lines, upto the Delivery Point and as per the specifications and requirements of STU/ MSEDCL, as notified to the SPV. For interconnection with the grid and metering, the SPV shall abide by the relevant CERC / MERC Regulations (as may be applicable), Grid Code and Central Electricity Authority (Installation and Operation of Meters) Regulations, 2006 as amended and revised from time to time. All charges and losses related to transmission of power from the Project up to the Delivery Point (as notified by the Appropriate Commission) shall be borne by the SPV. 5.1.8 5.1.9 The SPV shall undertake shall, at its own cost cost, undertake the maintenance of the Interconnection Facilities as per the specifications and requirements of STU / MSEDCL, as notified to the SPV, in accordance with Prudent Utility Practices. 5.1.9 5.1.10 The SPV shall be responsible for all payments on account of any taxes, cesses, duties, or levies imposed by the GoI/GoM or its competent statutory authority any Indian Governmental Instrumentality on the land, equipment, material or works of the Project or on the electricity generated or consumed by the Project or by itself or on the income or assets owned by it. 5.1.10 To apply 5.1.11 The SPV shall be responsible for applying to MSEDCL for connection for the plant from MSEDCL for power to be consumed during construction, wherever applicable. 5.1.11 Fulfilling 5.1.12 The SPV shall be responsible for fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.12 Operation 5.1.13 The SPV shall be responsible for the operation and maintenance of the Project and power evacuation lines to the substation will be the responsibility of SPVsubstation. 5.1.13 Maintain 5.1.14 The SPV shall be responsible for installing and maintaining connectivity and accuracy of remote monitoring unit (“RMU”) with MSEDCL’s MSEDCL‟s / STU’s STU‟s system. 5.1.14 Maintain 5.1.15 The SPV shall be responsible for maintaining guaranteed performance parameters including those specified in Schedule 1. 5.1.15 Ensure 5.1.16 The SPV shall comply with the CERC/MERC regulations on forecasting, scheduling and DSM, as applicable and be liable for all liabilities related to connectivity and other applicable regulatory provisions. 5.1.17 The SPV shall ensure that meter reading shall be through AMR. In case meter is not fetching data through AMR, joint meter readings shall be undertaken with MSEDCL on a monthly basis. 5.1.16 Raising 5.1.18 The SPV shall raise Invoices in a timely manner. 5.1.17 5.1.19 Notwithstanding anything to the contrary contained in this PPA, the SPV shall ensure that the technical parameters or equipment limits of the Project shall always be subject to the requirements as specified in Schedule 2. 5.1.18 5.1.20 If the SPV is unable to commence supply of solar power to MSEDCL by the Scheduled Commercial Operation DateSCSD, other than for the reasons specified in Article 6.2 or Article 10, the SPV shall pay Liquidated Damages for the delay in such commencement of supply of solar power as per this PPA. 5.1.19 5.1.21 The SPV shall be responsible for completion of all activities mentioned provided in this PPA within the timelines prescribed herein. 5.1.20 5.1.22 The SPV shall ensure that it owns the Project throughout the Term, free and clear of encumbrances, except those expressly permitted under Article 15 hereof. 5.1.21 5.1.23 The SPV shall be further required to provide entry to the site of the Project Project, free of all encumbrances encumbrances, at all times during the Term of this PPA to any MSEDCL representative representative, any Indian Governmental Instrumentality or any third party nominated by them for inspection and verification of the works being carried out by the SPV at the site of the Project. In case it is determined that the construction works/operation of the Project is not as per the Prudent Utility Practices, the third party and / or MSEDCL may seek clarifications from the SPV in this regard and require compliance with Prudent Utility Practices. 5.1.22 5.1.24 The SPV shall effect and maintain or cause to be effected and maintained, at its own cost and expense, throughout the Term of this PPA, insurances against such risks to keep the Project in good condition and shall take ‘„Industrial All Risk’ Risk‟ insurance policy covering risks against any loss or damage, with such deductibles and with such endorsements and co-insured(s), which the Prudent Utility Practices would ordinarily merit maintenance of and as required under the Financing Documents, and under the Laws. 5.1.23 5.1.25 In case of the Project not being implemented through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be first applied to reinstatement, replacement or renewal of such loss or damage. In case of the Project being financed through Financing Document(s), save as expressly provided in this PPA or the insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be applied as per such Financing Documents. 5.1.24 5.1.26 The SPV shall ensure that there is no change in the shares held by shareholding of the Solar Project Developer in the SPV for a period of does not fall below 51% (fifty-one percent) at least any time prior to 1 (one) year from the Commercial Operation Date Date, except with the prior approval of MSEDCL. However, after the expiry of 1 (one) year from the Commercial Operation Date, any change in shareholding of the SPV can be undertaken with prior written intimation to MSEDCL. 5.1.27 The SPV shall be responsible for: (a) completion of all activities provided in this PPA within the timelines prescribed herein; and (b) fulfilling all other obligations undertaken by the SPV under this PPA. 5.1.28 The SPV shall not engage in any other activities other than the Project. 5.1.25 The SPV shall undertake all such actions as may be required to finalise and procure the land parcel for development of the Units corresponding to the additional substations in respect of the Green Shoe Option Capacity within a period of 4 (four) months from the effective date of this PPA and provide details of such land parcels, along with supporting evidence of such procurement to MSEDCL within the aforementioned period of 4 (four) months.