Common use of Procedure for cases of SPD Event of Default Clause in Contracts

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Buyer shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Buyer Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Buyer Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI Buyer may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence consultation with the Buying Entity and SECI, SECI may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms of VGF Securitization Agreement signed between SPD and conditions of this AgreementSECI. 13.3.6 13.3.4 The lenders in concurrence consultation with the Buying Utility and SECI, SECI may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with the SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 13.3.5 In case the event of termination of PPA/PSA, on account of Event of Default by lending institution exercises the SPD, any damages right to step in or charges payable take over the Project SECI will also have right to step in along with the STU/ CTU, for the connectivity of the plant, shall be borne by SPDlending institution.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)SECI, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/guarantee/ Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI MSPDCL shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI MSPDCL Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI MSPDCL Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period ConsultationPeriod unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI MSPDCL may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)MSPDCL, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI MSPDCL shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIMSPDCL, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI MSPDCL may terminate the PPAPPA and may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI MSPDCL including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI MANIREDA and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECIMSPDCL, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation notation of the PPA in favour of the selectee. The SPD shall cooperate with SECI MSPDCL to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECIMSPDCL. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by MSPDCL may terminate the SPD, any damages or charges payable PPA and may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NTPC shall have the right to {but not an obligation} deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NTPC Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven fifteen (715) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may NTPC shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity Discom (s) and SECI, may exercise their rightsNTPC, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI the NTPC may terminate the PPAPPA and the Discom(s) may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementNTPC. 13.3.6 13.3.4 The lenders lenders, in concurrence with the Buying Utility Discom(s) and SECINTPC, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the NTPC to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECINTPC. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project +18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NTPC shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NTPC Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI NTPC may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementNTPC. 13.3.6 13.3.4 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the Lenders to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NODAL RAILWAY shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NODAL RAILWAY Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI NODAL RAILWAY Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI NODAL RAILWAY may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECINODAL RAILWAY, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article 4.4.1 Article 4.4 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)NODAL RAILWAY, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI NODAL RAILWAY shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECINODAL RAILWAY, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI NODAL RAILWAY may terminate the PPAPPA and may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI NODAL RAILWAY including the condition that the selectee meets the eligibility requirements of Request for Selection (RfSSelection(RfS) issued by SECI REMC Ltd. and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECINODAL RAILWAY, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI NODAL RAILWAY to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECINODAL RAILWAY. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by NODAL RAILWAY may terminate the SPD, any damages or charges payable PPA and may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 10.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.110.2.1, SECI PSPCL shall have the right to (but not an obligation) deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement or stating SPD‟s liability to pay damages (SECI PSPCL Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 10.3.2 Following the issue of a SECI PSPCL Preliminary Default Notice, the Consultation Period of ninety sixty (9060) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall have to be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 10.3.3 During the Consultation Period, the Parties shall shall, save as otherwise provided in this Agreement, continue to perform their respective obligations under this Agreement. 13.3.4 10.3.4 Within a period of seven fifteen (715) days following the expiry of the Consultation Period Period, unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may PSPCL shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPDSPD and require the defaulting SPD to pay damages, equivalent to 6 (six) months, or balance PPA period whichever is less, of charges for its Contracted Capacity. The PSPCL shall have the right to recover the said damages by way of forfeiture of Performance Guarantee, if any, without prejudice to resorting to any other legal course or remedy. 13.3.5 10.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if anyPSPCL, under Financing Agreements, to can seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated periodperiod of 60 days after the Consultation Period, SECI PSPCL may terminate the PPAPPA with a right to liquidated damages as stipulated in Clause 10.3.4. Provided that any PSPCL may also, at its discretion (but with no obligation) acquire the Project assets for an amount equivalent to 90% of the Debt Due. Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI PSPCL and accepts the terms and conditions of this Agreement. 13.3.6 10.3.6 The lenders lenders, in concurrence with the Buying Utility and SECIPSPCL, may seek to exercise right of substitution under Article 13.3.5 10.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the PSPCL to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- refundable) plus GST shall be deposited by the SPD to SECIPSPCL. 13.3.7 In 10.3.7 Upon being in default, the event of termination of PPA/PSASPD shall be liable to pay PSPCL, on account of Event of Default by the SPDdamages, any damages or charges payable to the STU/ CTU, for the connectivity as provided as per clause 4.1.9 of the plant, shall be borne by SPD.PPA for failure to commission within stipulated time and Clause 3.1.2

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a an SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)SECI, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI and if the Buying Entity desires to acquire the Project assets, it may terminate do so, by paying an amount equivalent to 90% of the PPADebt Due and the PPA shall stand terminated, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)SECI, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI UPPCL shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreementsfinancing agreements, a notice stating its intention to terminate this Agreement (SECI “UPPCL Preliminary Default Notice”), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI UPPCL Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI UPPCL may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECIUPPCL, penalty, as provided in Article 4.6 4.7 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 Article 4.5 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)UPPCL, damages, equivalent to 24 (twenty-fourfour (24) monthsMonths, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual minimum CUF. SECI Further, the SPD shall be liable for any charges payable on account of relinquishment of connectivity in accordance with applicable Laws due to termination of the Agreement on account of SPD Event of Default. UPNEDA shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI/ UPPCL, may exercise their rights, if any, under Financing Agreementsfinancing agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI UPPCL may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI UPPCL including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI UPNEDA and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECIEntity / UPPCL, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI UPPCL to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change change in Shareholdingshareholding/Substitution substitution of Promoters promoters triggered by the Financial Institutions financial institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh Ten Lakhs (Rs. 1,000,000) per Project+ applicable taxes Project + eighteen percent (18%) GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECIUPPCL. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI EDA&N shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI EDA&N Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI EDA&N Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI EDA&N may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECIEDA&N, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)EDA&N, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI EDA&N shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIEDA&N, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI EDA&N may terminate the PPAPPA and may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI EDA&N including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECIEDA&N, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI EDA&N to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI.EDA&N. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by EDA&N may terminate the SPD, any damages or charges payable PPA and may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI the Buyer shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Buyer Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Buyer Preliminary Default Notice, the Consultation Period of ninety 90 (90ninety) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven 7 (7seven) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI the Buyer may terminate this Agreement by giving a written Termination Notice of sixty 60 (60sixty) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a an SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECIthe Buyer, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)Buyer, damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI The Buyer shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIBuyer, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may the Buyermay terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI the Buyer including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) RfS issued by SECI the Buyer and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECICESC, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to the Buyerto carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECIthe Buyer. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue . For avoidance of a SECI any doubt, in case of SECI’s Preliminary Default Notice, the Consultation Period of ninety Notice served in line with Article 13.1.1 (90i) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties leading to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, terms of Article 4.6.1 shall be applicable during such Consultation Period, irrespective of the Parties shall continue to perform their respective obligations under this Agreementoutcome during such consultation period. 13.3.4 13.3.2 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence consultation with the Buying Entity and SECI, SECI may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms of VGF Securitization Agreement signed between SPD and conditions of this AgreementSECI. 13.3.6 13.3.4 The lenders in concurrence consultation with the Buying Utility and SECI, SECI may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with the SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 13.3.5 In case the event of termination of PPA/PSA, on account of Event of Default by lending institution exercises the SPD, any damages right to step in or charges payable take over the Project SECI will also have right to step in along with the STU/ CTU, for the connectivity of the plant, shall be borne by SPDlending institution.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI JDA shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI JDA Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI JDA Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI JDA may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECIJDA, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)JDA, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI JDA shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIJDA, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI JDA may terminate the PPAPPA and may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI JDA including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECIJDA, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI JDA to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECIJDA. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by JDA may terminate the SPD, any damages or charges payable PPA and may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NTPC/Discom(s) shall have the right to {but not an obligation} deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven fifteen (715) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may NTPC/Discom(s) shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity Discom(s) and SECI, may exercise their rightsNTPC, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI the NTPC and/or Discom(s) may terminate the PPAPPA and the Discom(s) may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementNTPC. 13.3.6 13.3.4 The lenders lenders, in concurrence with the Buying Utility Discom(s) and SECINTPC, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the NTPC to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh Lacs per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECINTPC. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Buyer shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Buyer Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of thirty (30) days to the SPD. 13.3.3 Following the issue of a SECI Buyer Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 13.3.4 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 13.3.5 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI Buyer may terminate this Agreement by giving bygiving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 13.3.6 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, under intimation to the SPIA, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence Agreement and Implementation and Support Agreement and Land Lease Agreement signed with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECISPIA. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, XXXX/SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI XXXX Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI XXXX may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence consultation with the Buying Entity and SECI, XXXX may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms of VGF Securitization Agreement (if applicable) signed between SPD and conditions of this AgreementSECI. 13.3.6 13.3.4 The lenders in concurrence consultation with the Buying Utility and SECI, SECI may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with the SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 13.3.5 In case the event of termination of PPA/PSA, on account of Event of Default by lending institution exercises the SPD, any damages right to step in or charges payable take over the Project SECI will also have right to step in along with the STU/ CTU, for the connectivity of the plant, shall be borne by SPDlending institution.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Buyer shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Buyer Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, under intimation to the SPIA, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement, and Implementation and Support Agreement and Land Lease Agreement signed with the SPIA. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, under intimation to the SPIA, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI and SPIA to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project +18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI BBMB shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI BBMB Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI BBMB Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI BBMB may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECIBBMB, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)BBMB, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI BBMB shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIBBMB, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI BBMB may terminate the PPAPPA and may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI BBMB including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECIBBMB, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI BBMB to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECIBBMB. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by BBMB may terminate the SPD, any damages or charges payable PPA and may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NTPC shall have the right to {but not an obligation} deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NTPC Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven fifteen (715) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may NTPC shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity Discom(s) and SECI, may exercise their rightsNTPC, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI the NTPC may terminate the PPAPPA and the Discom(s) may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementNTPC. 13.3.6 13.3.4 The lenders lenders, in concurrence with the Buying Utility Discom(s) and SECINTPC, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the NTPC to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh Lacs per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECINTPC. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence consultation with the Buying Entity and SECI, SECI may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms of VGF Securitization Agreement (if applicable) signed between SPD and conditions of this AgreementSECI. 13.3.6 13.3.4 The lenders in concurrence consultation with the Buying Utility and SECI, SECI may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with the SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECI. 13.3.7 13.3.5 In case the event of termination of PPA/PSA, on account of Event of Default by lending institution exercises the SPD, any damages right to step in or charges payable take over the Project SECI will also have right to step in along with the STU/ CTU, for the connectivity of the plant, shall be borne by SPDlending institution.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NTPC shall have the right to {but not an obligation} deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NTPC Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may NTPC shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity AP Discom(s) and SECINTPC, under intimation to SPIA may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI the NTPC may terminate the PPAPPA and the AP Discom(s) may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI NTPC and accepts Implementation and Support Agreement and Land Lease Agreement signed with the terms and conditions of this AgreementSPIA. 13.3.6 13.3.4 The lenders lenders, in concurrence with the Buying Utility AP Discom(s) and SECINTPC, under intimation to SPIA may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the NTPC and SPIA to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECINTPC. 13.3.7 13.3.5 In case the lending institution exercises the right to step in or take over the Project, NTPC will also have right to step in along with the lending institution and SPIA will have no objection in such case. In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by NTPC may terminate the SPD, any damages or charges payable PPA and the AP Discom(s) may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NHPC shall have the right to {but not an obligation} deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI NHPC Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven fifteen (715) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may NHPC shall have the right (but not an obligation) to terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity Discom (s) and SECI, may exercise their rightsNHPC, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI the NHPC may terminate the PPAPPA and the Discom(s) may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any Any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementNHPC. 13.3.6 13.3.4 The lenders lenders, in concurrence with the Buying Utility Discom(s) and SECINHPC, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the NHPC to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entityNew Entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project per transaction Transaction as facilitation fee Facilitation Fee (non- non-refundable) shall be deposited by the SPD developer to SECINHPC. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Buyer shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Buyer Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI MAHAGENCO Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI MAHAGENCO may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECIMAHAGENCO, under intimation to the SPIA, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI MAHAGENCO may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI MAHAGENCO including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI MAHAGENCO and accepts the terms and conditions of this Agreement, and Implementation and Support Agreement and Land Lease Agreement signed with the SPIA. 13.3.6 The lenders in concurrence with the Buying Utility and SECIMAHAGENCO, under intimation to the SPIA, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.Article

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI NVVN shall have the right to deliver to the SPD, SPD a notice [Insert further in case SPD chooses for Lenders substitution rights: “with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing AgreementsLender’s Representative”], a notice stating its intention to terminate this Agreement (SECI NVVN Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI NVVN Preliminary Default Notice, the Consultation Period of ninety sixty (9060) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall have to be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall shall, save as otherwise provided in this Agreement, continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI NVVN may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 Subject . A copy of the Termination Notice shall be given to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPALenders’ Representative. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, The Lenders may exercise or NVVN may require the Lenders to exercise their rightssubstitution rights and other rights provided to them, if any, under Financing Agreements, Agreements and NVVN would have no objection to seek substitution the Lenders exercising their rights if it is in consonance with provisions of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions Schedule 3 of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, OFC, KANPUR/SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI OFC, KANPUR Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI OFC, KANPUR may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence consultation with the Buying Entity and SECIOFC, KANPUR may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms of VGF Securitization Agreement (if applicable) signed between SPD and conditions of this AgreementSECI. 13.3.6 13.3.4 The lenders in concurrence consultation with the Buying Utility and SECI, SECI may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with the SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 13.3.5 In case the event of termination of PPA/PSA, on account of Event of Default by lending institution exercises the SPD, any damages right to step in or charges payable take over the Project SECI will also have right to step in along with the STU/ CTU, for the connectivity of the plant, shall be borne by SPDlending institution.

Procedure for cases of SPD Event of Default. 13.3.1 ‌ Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Procurers shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Procurers Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 . Following the issue of a SECI Procurers Preliminary Default Notice, the Consultation Period of ninety sixty (9060) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall have to be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 . During the Consultation Period, the Parties shall shall, save as otherwise provided in this Agreement, continue to perform their respective obligations under this Agreement. 13.3.4 . Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI Procurers may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders shall be entitled to exercise their rights of substitution, in accordance with the substitution agreement provided in the PPA and in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPDProcurers. However, in the event the lenders are unable to substitute the defaulting SPD Solar Project Developer/Power Producer/Power Generator within the stipulated period, SECI the Procurer may terminate the PPA. Provided that any substitution under this Agreement can only be made with PPA and acquire the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request Project assets for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek an amount equivalent to exercise right of substitution under Article 13.3.5 by an amendment or novation 90% of the PPA in favour debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets Procedure for cases of Procurers Event of Default‌ Upon the selectee. The SPD shall cooperate with SECI to carry out such substitution occurrence and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event continuation of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of any Procurers Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.specified in Article

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes Project +18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI Electricity Department Daman shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Electricity Department Daman Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI Electricity Department Daman may terminate this Agreement by giving a written Termination Notice of sixty thirty (6030) days to the SPD. 13.3.5 13.3.3 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPA. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementElectricity Department Daman. 13.3.6 13.3.4 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 13.3.3 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI the Lenders to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSA, on account of Event of Default by the SPD, any damages or charges payable to the STU/ CTU, for the connectivity of the plant, shall be borne by SPD.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penalty, as provided in Article 4.6 of the PPA for failure to commence supply of power within the stipulated time and Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies), damages, equivalent to 24 (twenty-four) months, or balance PPA period, whichever is less, of tariff for its Contracted Capacity, corresponding to the committed annual CUF. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPD Event of Default. 13.3.1 Upon the occurrence and continuation of any SPD Event of Default under Article 13.1, SECI shall have the right to deliver to the SPD, with a copy to the representative of the lenders to the SPD with whom the SPD has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (SECI Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a SECI Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPD Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, SECI may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPD. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPD Event of Default under this Agreement, the SPD shall be liable to pay to SECI, penaltyliquidated damages, as provided in Article 4.6 of the PPA for failure to commence supply of power commission within the stipulated time and Article Article 4.4.1 for failure to supply power in terms of the PPA. For other cases, the SPD shall be liable to pay to Buying Entity(ies)SECI, damages, equivalent to 24 6 (twenty-foursix) months, or balance PPA period, period whichever is less, of tariff charges for its Contracted Capacity, corresponding to the committed annual CUFcontracted capacity. SECI shall have the right to recover the said damages by way of forfeiture of bank guarantee/guarantee/ Payment on Order Instrument, if any, without prejudice to resorting to any other legal course or remedy. In addition to the levy of damages as aforesaid, the lenders in concurrence with the Buying Entity and SECI, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPD by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPD and performing the obligations of the SPD. However, in the event the lenders are unable to substitute the defaulting SPD within the stipulated period, SECI may terminate the PPAPPA and the Buying Entity may acquire the Project assets for an amount equivalent to 90% of the Debt Due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of SECI including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by SECI and accepts the terms and conditions of this AgreementAgreement and Implementation and Support Agreement and Land Lease Agreement signed with the SPIA. 13.3.6 The lenders in concurrence with the Buying Utility and SECI, under intimation to the SPIA, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPD shall cooperate with SECI and SPIA to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 10 Lakh per Project+ applicable taxes 18% GST per transaction as facilitation fee (non- non-refundable) shall be deposited by the SPD to SECI. 13.3.7 In the event of termination of PPA/PSAthe lenders are unable to substitute the defaulting SPD within the stipulated period, on account of Event of Default by SECI may terminate the SPD, any damages or charges payable PPA and the Buying Utility may acquire the Project assets for an amount equivalent to the STU/ CTU, for the connectivity 90% of the plantdebt due, shall be borne by SPDfailing which, the lenders may exercise their mortgage rights and liquidate the Project assets.