Common use of Operation and Maintenance Clause in Contracts

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire Cooperator shall undertake operate and maintain the reclaimed water infrastructure related to the Project for at least 20 consecutive years (O&M Period) beginning 5 years after Project completion in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through such a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise manner that the Project’s resource benefits are achieved, to deal with except for adverse short-term conditions beyond the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance control of the site officeCooperator, electricity and power charges shall be borne as determined by the Concessionaire. (iii) All Tests District in its sole discretion. The Cooperator shall be conducted provide written notice to ascertain compliance by the Concessionaire with District of the Operations Plan existence of adverse short-term conditions and the O&M Requirements. (iv) Cooperator’s plan of action to overcome the conditions. The Independent Consultant, may, by written notice, require District’s Contract Manager will evaluate and determine the Concessionaire to suspend forthwith the whole or any Cooperator’s compliance with this Paragraph as part of the operation of District required "Annual Reclaimed Water Supplier Report" evaluation. If the Project, if Project is not operated and maintained in its reasonable opinion the same is being carried on in such a manner that is the Project’s resource benefits are achieved, the Cooperator shall repay the District the percentage of District monies contributed to the Project equivalent to the percentage of the Project benefits not utilized, as determined by the District in conformity with its sole discretion. If the O&M Requirements. (c) In the event the Concessionaire has failed Cooperator ceases to operate and maintain the Project, the Cooperator shall repay the District, a pro-rated payment equivalent to the percentage of the total District monies contributed to the Project for the Project benefits not achieved. The rights and remedies in accordance with the O&M Requirementsthis Paragraph are in addition to any other rights and remedies provided by law or this Agreement. Within 30 days of Project completion, and such failure has not been remedied despite a notice to that effect issued or as extended by the Independent Consultant or MCD (“Notice to Remedy”)District in writing, MCD maythe Cooperator shall provide the District with construction record drawings, without prejudice to any signed and sealed by a professional engineer, certifying the Measurable Benefit is capable of its other rights/remedies under this Agreement, be entitled to operate and maintain being achieved within the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred timeframe required by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details Cooperator shall provide the District with an operation and maintenance plan that provides reasonable assurance that the Project will be operated and maintained as required by this Agreement. Every 2 years during the O&M Period, the Cooperator shall generate a report describing the operation and maintenance activities that took place during the reporting period and certifying that the required resource benefits have been achieved. The Cooperator’s obligation to generate and maintain such reports throughout the O&M Period. The District retains the right to audit any certification and, if requested by the District, the Cooperator shall provide documentation to support its certification that the required resource benefits have been achieved. This Paragraph, including all subparagraphs, shall survive the expiration or termination of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsthis Agreement.

Operation and Maintenance. a. The Concessionaire shall undertake operate and maintain the Project Facilities in accordance with the O&M RequirementsMoT guidelines for Three Star Hotel (Minimum), for the Hotel Component and Good Industry Practice and Applicable Laws for the other components of the Project. The Concessionaire shall throughout the continuance of this Agreement, have full control and management of Project. (a) b. Deleted c. The Concessionaire may undertake operations and maintenance of the Project Facilities by itself or through a Contractor Person possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of this Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. d. The Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. ▇▇▇▇▇▇▇▇▇▇▇, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f. The Concessionaire will take professional indemnity insurance in respect of the negligence of its staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of this Agreement maintain the Professional Indemnity Insurance and from time to time regularly bear and pay the insurance premium in this regard. g. The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including GST and other such levies/ duties as may be applicable from time to time and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall remain solely responsible to meet ensure that all returns in this regard are filed before the O&M Requirementsdue date as per Applicable Laws. (b) h. The Concessionaire shallshall not, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if do any act or omission, which shall be unlawful in its reasonable opinion nature and throughout the term, abide by all the laws, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i. The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j. The Concessionaire will furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. k. Notwithstanding anything contained herein, the Concessionaire shall be solely responsible for all the claims or proceedings filed with respect to the management and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same is being carried on whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in a manner that is not in conformity with the O&M Requirementsthis regard. (c) l. The Concessionaire will ensure that the highest service standards and good hospitality industry practices will be adopted and followed in the Hotel Complex and the said Project throughout the Concession Period. m. The Concessionaire shall maintain complete information relating to the Audited / Certified Financial Statements, etc. for ascertaining true and correct status of the accounts, revenues, etc. relating to Project. Upon request and after serving prior Notice to the Concessionaire, the Concessioning Authority shall have the right to check the Audited Financial Statements at any given point of time during the currency of the Concession Period. n. During the currency of contract, if Concessionaire may want to add more built up area to the initial proposal submitted at the time of signing of the Concession Agreement, the Concessionaire has to obtain prior approval of Concessioning Authority prior to the start of any additional work. The Upfront Premium, Construction Performance Security and Annual Concession Fee shall be increased on the pro-rata basis to additional added area. o. In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account of Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire breach in the period specified in the notice, it shall be deemed to be constituted as “Concessionaire Event of Default” in material breach terms of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M RequirementsArticle 6. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements. (a) The Concessionaire may undertake Borrower shall from Delivery ensure that throughout the Project by itself or through a Contractor possessing requisite technical, financial Facility Period the Lampung FSRU is at all times operated and managerial expertise/capability; but maintained in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirementsaccordance with appropriate industry standards. (b) The Concessionaire shallBorrower shall further ensure that at all times throughout the Facility Period from Delivery O&M Contractors will be contracted to carry out the O&M Contracts and will not otherwise sub-contract or delegate any of its operation and maintenance obligations under the Charter to any other party (other than an Approved Operator) without the written consent of the Lenders, during which consent shall not be unreasonably withheld or delayed; (c) The Borrower further undertakes that from Delivery there shall be no change in the Operations Period;companies carrying out the operation and maintenance services provided by the Borrower under the Charter in respect of the Vessel without the consent of the Facility Agent (acting on the instructions of the Lenders) unless: (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise if such approval is required under the ProjectCharter, to deal the Charterer has approved, in accordance with the Independent Consultant/MCD terms of the Charter or, following an Event of Default, the Letter of Quiet Enjoyment, the appointment of the replacement operator (the Replacement Operator) to carry out the operation and maintenance services to be responsible for all necessary exchange of information required pursuant to this Agreementprovided by the Borrower under the Charter (as the case may be); (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same Replacement Operator is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirementsan Approved Operator; (iii) There has been a serious or persistent let up in adhering the replacement contract (the Replacement Contract) to be entered into between the Replacement Operator and the Borrower is on terms acceptable to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operationsMajority Lenders (acting reasonably); (iv) There if applicable, the Replacement Operator has been persistent breach entered into an accession deed (or such other documentation as may be required) whereby the Replacement Operator assumes all of an outgoing O&M Requirements. Contractor’s obligations under the Finance Documents and such other amendments are made to the Finance Documents and the other Transaction Documents so as to ensure that the Replacement Operator assumes all of an outgoing O&M Contractor’s obligations under such documents (e) For avoidance to the satisfaction of doubtthe Lenders, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, acting reasonably); and (iiiv) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation Facility Agent has obtained satisfactory legal opinions in respect of which a material breach has occurred, be entitled the Replacement Operator’s entry into the Replacement Contract and any applicable other documents referred to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsparagraph (v) above.

Operation and Maintenance. The Concessionaire Cooperator shall undertake operate and maintain the reclaimed water infrastructure related to the Project for at least 20 consecutive years (O&M Period) beginning 5 years after Project completion in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through such a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise manner that the Project’s resource benefits are achieved, to deal with except for adverse short-term conditions beyond the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance control of the site officeCooperator, electricity and power charges shall be borne as determined by the Concessionaire. (iii) All Tests District in its sole discretion. The Cooperator shall be conducted provide written notice to ascertain compliance by the Concessionaire with District of the Operations Plan existence of adverse short-term conditions and the O&M Requirements. (iv) Cooperator’s plan of action to overcome the conditions. The Independent Consultant, may, by written notice, require District’s Contract Manager will evaluate and determine the Concessionaire to suspend forthwith the whole or any Cooperator’s compliance with this Paragraph as part of the operation of District required "Annual Reclaimed Water Supplier Report" evaluation. If the Project, if Project is not operated and maintained in its reasonable opinion the same is being carried on in such a manner that is the Project’s resource benefits are achieved, the Cooperator shall repay the District the percentage of District monies contributed to the Project equivalent to the percentage of the Project benefits not utilized, as determined by the District in conformity with its sole discretion. If the O&M Requirements. (c) In the event the Concessionaire has failed Cooperator ceases to operate and maintain the Project, the Cooperator shall repay the District, a pro-rated payment equivalent to the percentage of the total District monies contributed to the Project for the Project benefits not achieved. The rights and remedies in accordance with the O&M Requirementsthis Paragraph are in addition to any other rights and remedies provided by law or this Agreement. 3.1 Within 30 days of Project completion, and such failure has not been remedied despite a notice to that effect issued or as extended by the Independent Consultant or MCD (“Notice to Remedy”)District in writing, MCD maythe Cooperator shall provide the District with construction record drawings, without prejudice to any signed and sealed by a professional engineer, certifying the Measurable Benefit is capable of its other rights/remedies under this Agreement, be entitled to operate and maintain being achieved within the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred timeframe required by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details Cooperator shall provide the District with an operation and maintenance plan that provides reasonable assurance that the Project will be operated and maintained as required by this Agreement. Every 2 years during the O&M Period, the Cooperator shall generate a report describing the operation and maintenance activities that took place during the reporting period and certifying that the required resource benefits have been achieved. The Cooperator’s obligation to generate and maintain such reports throughout the O&M Period. 3.2 The District retains the right to audit any certification and, if requested by the District, the Cooperator shall provide documentation to support its certification that the required resource benefits have been achieved. 3.3 This Paragraph, including all subparagraphs, shall survive the expiration or termination of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsthis Agreement.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of the Agreement, have full control and management of Project. b) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project (a“O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under the Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. ▇▇▇▇▇▇▇▇▇▇▇, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period within one month from the date of audit. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Parks of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that:- (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority. (dp) The Concessionaire shall be deemed invite a representative of CHB, as nominated by CHB, every year to be in material breach the General Body Meeting of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake If the Project in accordance with the O&M Requirements. Department of Environmental Protection (aFDEP) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise issues an operation permit for the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide Cooperator shall operate and maintain the Project for at least 20 consecutive years (O&M Period) beginning at Project completion in such a reasonably furnished site office accommodation for manner that the Independent ConsultantProject’s resource benefits are achieved, at except during adverse short-term conditions beyond the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance control of the site officeCooperator, electricity and power charges shall be borne as determined by the Concessionaire. (iii) All Tests District in its sole discretion. The Cooperator shall be conducted provide written notice to ascertain compliance by the Concessionaire with District of the Operations Plan existence of adverse short-term conditions and the O&M Requirements. (iv) The Independent ConsultantCooperator’s plan of action to overcome the conditions. If reclaimed water is utilized for this Project, may, by written notice, require the Concessionaire to suspend forthwith District’s Contract Manager will evaluate and determine the whole or any Cooperator’s compliance with this Paragraph as part of the operation of District required “Annual Reclaimed Water Supplier Report” evaluation. If the Project, if Project is not operated and maintained in its reasonable opinion the same is being carried on in such a manner that is the Project’s resource benefits are achieved, the Cooperator shall repay the District the percentage of District monies contributed to the Project equivalent to the percentage of Project benefits not utilized, as determined by the District in conformity with its sole discretion. If the O&M Requirements. (c) In the event the Concessionaire has failed Cooperator ceases to operate and maintain the Project, the Cooperator shall repay the District, a pro-rated payment equivalent to the percentage of the total District monies contributed to the Project for the Project benefits not achieved. The rights and remedies in accordance with this Paragraph are in addition to any other rights and remedies provided by law or this Agreement. 3.1 Within 30 days of the O&M RequirementsFDEP cycle testing completion, and such failure has not been remedied despite a notice to that effect issued or as extended by the Independent Consultant or MCD (“Notice to Remedy”)District in writing, MCD maythe Cooperator shall provide the District with construction record drawings, without prejudice to any of its other rights/remedies under this Agreementsigned and sealed by a professional engineer, be entitled to operate and maintain certifying the Project or cause to repair and maintain Measurable Benefit is achievable based on the Project Facilities at the risk and cost of the ConcessionaireFDEP cycle test results. The Concessionaire Cooperator shall reimburse all costs incurred by MCD on account of such provide the District with an operation and maintenance or repair plan that provides reasonable assurance that the Project will be operated and maintained as required by this Agreement. Every 2 years during the O&M Period, the Cooperator shall generate a report describing the operation and maintenance within 7 days of receipt of MCDactivities that took place during the reporting period and certifying that the required resource benefits have been achieved. The Cooperator’s claim thereforobligation to generate and maintain such reports shall continue throughout the O&M Period. (d) 3.2 The Concessionaire shall be deemed District retains the right to be in material breach of O&M Requirementsaudit any certification and, if requested by the Independent Consultant acting reasonably and in accordance with District, the provisions Cooperator shall provide documentation to support its certification that the required resource benefits have been achieved. 3.3 This Paragraph, including all subparagraphs, shall survive the expiration or termination of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake If the Project in accordance with the O&M Requirements. Department of Environmental Protection (aFDEP) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise issues an operation permit for the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide Cooperator shall operate and maintain the Project for at least 20 consecutive years (O&M Period) beginning at Project completion in such a reasonably furnished site office accommodation for manner that the Independent ConsultantProject’s resource benefits are achieved, at except during adverse short-term conditions beyond the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance control of the site officeCooperator, electricity and power charges shall be borne as determined by the Concessionaire. (iii) All Tests District in its sole discretion. The Cooperator shall be conducted provide written notice to ascertain compliance by the Concessionaire with District of the Operations Plan existence of adverse short-term conditions and the O&M Requirements. (iv) Cooperator’s plan of action to overcome the conditions. The Independent Consultant, may, by written notice, require District’s Contract Manager will evaluate and determine the Concessionaire to suspend forthwith the whole or any Cooperator’s compliance with this Paragraph as part of the operation of District required “Annual Reclaimed Water Supplier Report” evaluation. If the Project, if Project is not operated and maintained in its reasonable opinion the same is being carried on in such a manner that is the Project’s resource benefits are achieved, the Cooperator shall repay the District the percentage of District monies contributed to the Project equivalent to the percentage of Project benefits not utilized, as determined by the District in conformity with its sole discretion. If the O&M Requirements. (c) In the event the Concessionaire has failed Cooperator ceases to operate and maintain the Project, the Cooperator shall repay the District, a pro-rated payment equivalent to the percentage of the total District monies contributed to the Project for the Project benefits not achieved. The rights and remedies in accordance with this Paragraph are in addition to any other rights and remedies provided by law or this Agreement. Within 30 days of the O&M RequirementsFDEP cycle testing completion, and such failure has not been remedied despite a notice to that effect issued or as extended by the Independent Consultant or MCD (“Notice to Remedy”)District in writing, MCD maythe Cooperator shall provide the District with construction record drawings, without prejudice to any of its other rights/remedies under this Agreementsigned and sealed by a professional engineer, be entitled to operate and maintain certifying the Project or cause to repair and maintain Measurable Benefit is achievable based on the Project Facilities at the risk and cost of the ConcessionaireFDEP cycle test results. The Concessionaire Cooperator shall reimburse all costs incurred by MCD on account of such provide the District with an operation and maintenance or repair plan that provides reasonable assurance that the Project will be operated and maintained as required by this Agreement. Every 2 years during the O&M Period, the Cooperator shall generate a report describing the operation and maintenance within 7 days of receipt of MCDactivities that took place during the reporting period and certifying that the required resource benefits have been achieved. The Cooperator’s claim therefor. (d) obligation to generate and maintain such reports shall continue throughout the O&M Period. The Concessionaire shall be deemed District retains the right to be in material breach of O&M Requirementsaudit any certification and, if requested by the Independent Consultant acting reasonably and in accordance with District, the provisions Cooperator shall provide documentation to support its certification that the required resource benefits have been achieved. This Paragraph, including all subparagraphs, shall survive the expiration or termination of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake operate and maintain the Project Facilities in accordance with the O&M RequirementsRequirements in terms of Schedule 4 from COD till the end of Concession Period. (a) The Concessionaire may undertake operations and maintenance of the Project Facilities by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period;: (i) i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the ProjectProject Facilities, to deal with the personnel deployed by NHIDCL/ Independent Consultant/MCD Engineer for monitoring proper operations and maintenance of the Project, consistent with the O&M Manual and the O&M Requirements, and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for . For the Independent Consultant, at purposes of determining that the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges Project Facilities are being maintained in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity accordance with the O&M Requirements, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with and as per the instructions of NHIDCL/ Independent Engineer and such Tests shall be carried out under the supervision of personnel deputed by NHIDCL/ Independent Engineer. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. (c) In the event the Concessionaire has failed to operate and maintain the Project Facilities in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD NHIDCL (“Notice to Remedy”), MCD NHIDCL may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain cause the Project or cause to repair and maintain maintenance of the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all one and half times the costs incurred by MCD NHIDCL on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCDNHIDCL’s claim therefor. In case the Concessionaire fails to comply with NHIDCL claim hereunder, NHIDCL shall encash the Operations Performance Security and deduct such cost of repair and maintenance. The Concessionaire shall have to refurnish the Operations Performance Security of appropriate amount to NHIDCL. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant NHIDCL, acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire:, (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iiiii) There there has been a serious or persistent let up breach in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) ; For avoidance of doubt, persistent breach shall mean: (i) : any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCDNHIDCL; (iia) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, NHIDCL requiring the Concessionaire to remedy a breach, and (iiiand b) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (fe) Upon occurrence of a material breach Material Breach of O&M Requirements, MCD NHIDCL shall, without prejudice to and notwithstanding any other consequences provided therefor therefore under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or Agreement in respect of breach of obligations by accordance to the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.Article 10

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements. (a) The Concessionaire may undertake Developer shall, shall provide Adventure Sports Services to general public/ tourists. (b) The Developer shall fix, demand, collect, appropriate and revise ticket prices from the Adventure Sports Activities, from the COD till the handover. (c) Revenue generation from the Project by itself or through a Contractor possessing Facilities shall be the sole responsibility of the Developer. (d) The Developer shall, possess requisite technical, financial and managerial expertise/capability; , operate and maintain the Project Facilities in accordance with the O&M Requirement as set out in Schedule 4, but in either case, the Concessionaire Developer shall remain solely responsible to meet the O&M Requirements. (be) The Concessionaire Developer shall install necessary equipments and should ensure they are of good quality conforming to international standards. The Developer should furnish quality certificate from competent JTDCL for these equipment. (f) The Developer should operate the activity on continuous basis during the operation period. (g) The Developer shall, during the Operations Agreement Period; (i) , have requisite organisation organization and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the ProjectProject Facilities, to deal with the Independent Consultant/MCD JTDCL and to be responsible for all necessary exchange of information required pursuant to this Agreement; (iih) constructThe Developer shall provide at its cost all equipment, provide consumables and maintain a reasonably furnished site office accommodation materials, necessary for undertaking the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating operation and cooling equipment and toilet facilities. All charges in respect of maintenance of the site officeProject Facilities. Maintenance shall include regular, electricity routine, periodic and power charges shall be borne by preventive maintenance and the Concessionairereplacement of equipment/consumables etc. and upkeep of the Project Facility in good order and working condition. (iiii) All Tests The Developer shall be conducted at its cost and expenses replace, repair, replenish or renew, as the case may be, the materials, goods, machinery, equipment, spares, capital components of the Project Facility as necessary to ascertain compliance by carry out efficient operations and maintenance thereof and to provide adequate service standards. The Developer shall maintain the Concessionaire with the Operations Plan and the O&M Requirementsmaintenance logs. (ivj) The Independent ConsultantDeveloper shall provide training to the personnel nominated by JTDCL, mayin operation, by written notice, require the Concessionaire to suspend forthwith the whole or any part management and maintenance of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements.Project Facility; (ck) In the event the Concessionaire Developer has failed to operate and maintain the Project Facilities in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD JTDCL (“Notice to Remedyremedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire Developer shall be deemed to be in material breach of O&M Requirements. (l) JTDCL, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined determines that due to breach of its obligations by the Concessionaire:Developer, (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities Facility or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements;JTDCL ; and (iiiii) There there has been a serious or persistent let up breach in adhering to the O&M Requirements and thereby the Project Facilities Facility or any part thereof is are not safe for operations; (iv) There has been persistent breach ; Upon occurrence of Material Breach of O&M Requirements. (e) , JTDCL shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, be entitled to terminate this Agreement. For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire Developer which has not been remedied by the Concessionaire Developer despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCDJTDCL ; (ii) recurrence of a breach by the ConcessionaireDeveloper, during the pendency of Notice to Remedy by the Independent Consultant/MCD, JTDCL requiring the Concessionaire Developer to remedy a breach, and and (iii) repeated occurrence of a breach breach, notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of the Agreement, have full control and management of Project. b) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project (a“O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under the Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period within one month from the date of audit. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Parks of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that:- (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority. (dp) The Concessionaire shall be deemed invite a representative of CHB, as nominated by CHB, every year to be in material breach the General Body Meeting of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake During the Project in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange pendency of information required pursuant to this Agreement; (ii) construct, provide WWP Sponsor shall cause Office Owner and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed Amenities Owner to operate and maintain the Project Real Property in accordance the usual course of business and consistent with past practices and in conformity with the O&M RequirementsApproved Annual Budget for 2013, excepting normal wear and tear and loss or Casualty. Except as set forth in this Section 7.6 or in the Approved Annual Budget, WWP Sponsor shall not, without the prior written consent of Investor, have the right to cause Office Owner and Amenities Owner, to make any capital expenditures to the Real Property, other than emergency capital expenditures necessary to preserve the Real Property or to avoid damage to the Real Property or any bodily harm to any person (the “Emergency CapEx Needs”); provided, however, that if the Investor’s share of the costs of such Emergency CapEx Needs as a member of WWP Holdings following the Closing exceeds the aggregate sum of Two and One Half Million and No/100 Dollars ($2,500,000.00)] and WWP Sponsor does not elect to pay such excess amounts, then Investor shall have the right to terminate this Agreement by delivering written notice thereof to WWP Sponsor within five (5) Business Days after receipt of the information regarding the Emergency CapEx Needs and WWP Sponsor’s refusal to fund such excess amounts, and such failure has not been remedied despite a notice this Agreement shall be terminated upon receipt of timely written notice, the Deposit shall be returned to that effect issued by Investor and the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies parties shall have no further obligations under this AgreementAgreement other than the Surviving Obligations. WWP Sponsor shall cause Office Owner and Amenities Owner to continue to perform all reasonably necessary or scheduled repairs, be entitled improvements and maintenance to operate the Real Property in a manner materially consistent with the Approved Annual Budget for 2013 and maintain the Project or cause to repair Leases, through and maintain including the Project Facilities at the risk and cost effective date of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim thereforClosing. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements, O&M Plan and O&M Manual. (a) The Concessionaire may shall undertake the Operation and Maintenance (O&M) of the Project by itself or through itself. However, the Concessionaire may sub-contract part of the O&M activities to a Contractor possessing requisite technical, financial and managerial expertise/expertise/ capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during During the Operations Period;, the Concessionaire shall: (i) have requisite organisation well organize and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD Engineer/ ULB and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All conduct all Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan Development Plan, Construction Requirements and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require as the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirementscase may be. (c) In The Concessionaire shall during the event the Concessionaire has failed to operate and maintain the Project Operations Period in accordance with the O&M Requirements, Requirements process the Incoming Waste brought to the MSW Processing Site and such failure has not been remedied despite a notice to that effect issued by dump the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities Landfill Waste at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim thereforLandfill Facility. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire:shall (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or not refuse to accept the scheduled/planned maintenance has not been carried out in accordance with MSW brought at the O&M Requirements;MSW Processing Site. (ii) The maintenance operate the MSW Processing Facility at not less than 50% of the Project Facilities installed capacity at any time during the Concession Period, except in circumstances as specifically excluded in this Agreement and as long as adequate quantity of Incoming Waste is delivered by ULB and / or any part thereof has deteriorated to a level which is below the acceptance level prescribed Person appointed / engaged by the O&M Requirements;ULB for this purpose at the entry gate of the MSW Processing Site. (iii) There has been shall expand the installed capacity of the MSW Processing Facility in case the MSW brought at the MSW Processing Facility is 140% more than the installed capacity. Failure of the Concessionaire to perform any of its obligations as mentioned above for a serious continuous period of 30 days or persistent let up failing to propose its plan for making the necessary amendments shall constitute a Concessionaire Event of Default giving ULB the right to take appropriate actions in adhering to the O&M Requirements and thereby best interest of the Project Facilities or including the right to substitute the Concessionaire with any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirementsother agency capable to performing Concessionaire’s obligations under this Agreement. (e) For avoidance of doubtThe Concessionaire shall develop, persistent breach shall mean: (i) any breach of construct, operate, maintain and transfer additional waste processing facilities as per the Construction Requirements and O&M Requirements with suitable modifications and as approved by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the ULB / Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwiseEngineer . (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire (a) Lessee, at its sole cost and ------------------------- expense, shall undertake at all times during the Project Lease Term operate, maintain, service, repair and protect, or cause to be operated, maintained, serviced, repaired and protected, the Facility, in a manner consistent with the operating assumptions underlying the Effective Date Projections and shall keep the Facility in good working order and condition and make all repairs, replacements and renewals with respect thereto, in each case that are necessary (i) to keep the Facility in good operating condition in accordance with the O&M Requirements. standards required by the Power Purchase Agreement and the maintenance and operation standards required by the other Transaction Documents and to comply in all respects with any other requirements or standards imposed thereby, (aii) The Concessionaire may undertake to cause the Project by itself Facility to comply with any applicable requirements of insurance policies in effect at any time with respect to the Facility or through any Part or portion thereof, (iii) to cause the Facility to be maintained and operated consistent with Prudent Utility Practices for similar facilities, (iv) to keep in full force and effect for their stated term any material warranties with respect to the Facility or any Part thereof and to keep the Facility and each Part thereof maintained in a Contractor possessing requisite technicalmanner consistent with the manufacturer's maintenance and service recommendations, financial (v) to cause the Facility to remain in compliance with any Requirement of Law and managerial expertise/capability; but Governmental Approval (including all water, energy, zoning, environmental protection, pollution, sanitary and safety Laws), (vi) to maintain the Facility in either casegood operating condition and good physical condition and repair as on the Lease Commencement Date, ordinary wear and tear excepted, (vii) to cause the Facility to continue to have the capacity and functional ability to perform, on a continuing basis, in normal commercial operation, the Concessionaire functions for which it was specifically designed and (viii) to maintain the Facility as a Qualifying Facility; provided, however, that Lessee shall remain solely responsible have no -------- ------- liability for or duty to meet cure any Lessor QF Casualty, although Lessee recognizes that such a Lessor QF Casualty could, under certain circumstances, create an Event of Default under certain of the O&M RequirementsTransaction Documents. Lessor shall have no obligation to operate, maintain, service, repair, protect or rebuild the Facility or to make any repairs, replacements or renewals with respect thereto or additions or betterments thereto. (b) The Concessionaire shallLessee, at its sole cost and expense, shall at all times during the Operations Period; (i) have requisite organisation Lease Term maintain, repair and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Projectprotect, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to be maintained, repaired and protected, the Site. Lessor shall have no obligation to Lessee to maintain, repair and maintain or protect the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance Site or repair and maintenance within 7 days of receipt of MCD’s claim thereforto make any repairs with respect thereto or additions or betterments thereto. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire Permittee shall undertake operate, maintain, repair, and, if necessary, reconstruct the Project Facilities in accordance with the O&M Requirements.provisions below: (a) The Concessionaire may undertake Maintenance of the Project by itself or through a Contractor possessing requisite technicalFacilities shall be at least in accordance with the minimum standards and instructions for the specific type of SCMs, financial as set forth in the NCDEQ Stormwater Design Manual, including any and managerial expertise/capability; but in either case, all subsequent revisions thereto (the Concessionaire shall remain solely responsible to meet the O&M Requirements“Manual”). (b) The Concessionaire shallBeginning one (1) year from the date of as-built certification and each year thereafter on or before the date of the as-built certification, during or such other date as mutually agreed to by the Operations Period; parties herein, Permittee shall submit to the Town for its review and approval: (i) have requisite organisation a certification, sealed by a certified inspector, that an inspection of the Facilities has been performed and designate that the Facilities are functioning as intended; and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) constructa certification by the Permittee that (1) all required maintenance activities have occurred in accordance with this Agreement and the SCM Regulations; (2) all necessary non-routine maintenance has been listed and performed, provide if any; and maintain a reasonably furnished site office accommodation for (3) the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating Operation and cooling equipment and toilet facilities. All charges in respect of maintenance Maintenance Plan is adequate to ensure optimal functioning of the site officeFacilities, electricity and power charges shall be borne by or that changes are recommended (collectively, the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements“SCM Certification”). (c) In An Operation and Maintenance Plan shall be signed by the event Permittee and submitted to the Concessionaire has failed Town prior to operate approval of this Agreement. Changes to the Operation and maintain the Project in accordance Maintenance Plan shall be submitted with the O&M RequirementsSCM Certification, if required to maintain optimal functioning of the Facilities or to remain in compliance with the maintenance recommendations of the Manual. Proposed changes to the Operation and such failure has not been remedied despite a notice Maintenance Plan are subject to that effect issued approval by the Independent Consultant Town. Additional information may be required for reporting purposes, as directed by the Town Engineer or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefordesignee. (d) The Concessionaire Landscaping of the area around the Facilities shall be deemed to be in material breach of O&M Requirements, if not reduce the Independent Consultant acting reasonably capacity or hinder operation and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated Facilities. Landscaping shall be maintained to a level which is below the acceptance level prescribed ensure that landscape materials live and prosper. Re-vegetation and stabilization of areas may be required by the O&M Requirements; (iii) There has been a serious Town Engineer or persistent let up in adhering designee. Notwithstanding the foregoing or anything herein to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; contrary, Permittee shall be permitted to assign its landscaping maintenance responsibilities to an Association (ivas defined herein below) There has been persistent breach of O&M Requirementsprior to Final Acceptance. (e) For avoidance of doubtThe Facilities shall be maintained in a manner so as to control insects, persistent breach shall mean: (i) any breach of O&M Requirements odors and algae as determined necessary by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy Town Engineer or otherwisedesignee. (f) Upon occurrence of a material breach of O&M RequirementsAny fencing, MCD shallor other safety and security measures, shall be maintained in good condition. If no fencing, or other safety and security measures, are included with the original construction, then such measures shall be added at the Permittee’s expense and at such time as the Town Engineer or designee reasonably determines that such safety and security measures are necessary. Safety and security measures may include, without prejudice limitation, warning signs, fences, grates, and other similar features. (g) Necessary non-routine maintenance actions shall be performed in a timely manner so as to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature ensure continuous performance of the obligation Facilities. All non-routine maintenance activities shall be noted in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsannual SCM Certification.

Operation and Maintenance. Upon meeting the conditions foreseen in Annex 32, the Parties shall sign the Operation Certificate. The Concessionaire shall undertake commence the Project in accordance with operation on the O&M Requirements. (a) The Operation Date. If the Concessionaire may undertake fails to commence the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either caseConstruction Works within the Intended Operation Date, the Concessionaire shall remain solely responsible pay to meet the O&M Requirements. Contracting Authority a penalty of ten thousand Euros_______ per any month of delay beyond the Intended Operation Date. The Parties shall agree that the penalty foreseen in this article: shall not be paid if the Operation Date has been hindered or postponed due to: a Force Majeure and/or the Material Adverse Government Action; or if the Parties agree on a later Intended Operation Date; and delays in obtaining the necessary Permits and Licenses with respect to Assets commissioning and use, including the certificate of use and/or the Airport Certificate that are not related to the fulfillment of obligations (bprocedural and material) The Concessionaire shallfrom the Concessionaire; shall be paid for a period no longer than 180 days, during once the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise relevant bill has been issued by the Project, to deal with Contracting Authority. If by the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance end of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by 180-day period the Concessionaire with has not paid yet the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole total amount or any a part of the operation total amount of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirementspenalties, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”)Engineer confirms in writing the Concessionaire’s default, MCD may, without prejudice to any of its other rights/remedies under this Agreement, the Contracting Authority shall be entitled to operate withdraw the full value from the Agreement Security. In order to avoid any doubt, Parties shall agree that in case of delays in issuing the necessary Permits and maintain Licenses with respect to Assets commissioning and use, including the Project or cause certificate of use and/or the Airport Certificate, which are caused by reasons not related to repair and maintain the Project Facilities at the risk and cost fulfillment of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation obligations and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by procedures from the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring then the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature shall benefit an extension of the obligation in respect of which Operation Date with a material breach has occurred, be entitled time frame commensurate to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsthese delays.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of this Agreement, have full control and management of Project. b) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project (a“O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of this Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility, staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of this Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. k) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bl) The Concessionaire shall, during will ensure that the Operations highest service standards and Good Industry Practices in Amusement Parks and Recreational Parks of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cm) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. n) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that:- (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority. (do) The Concessionaire shall be deemed required to be in material breach invite representative/s of O&M RequirementsNRDA, if as nominated by NRDA, every year to the Independent Consultant acting reasonably and in accordance with the provisions General Body Meeting of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility under the Amusement Park and the Recreational Park in accordance with Good Industry Practice and Applica ble Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of this Agreement, have full control and management of Project. (ab) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Ma intenance Manual for the Project ( “O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial fi nancial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of this Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to ar bitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of this Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, lux ury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Pro ject from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period. k) The Concessionaire shall furnish to the Concessioning Authority such information as r equired by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Aut hority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Park s of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that: - (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreeme nt and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre -mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agre ements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority . (dp) The Concessionaire shall be deemed required to be in material breach invite a representative of O&M RequirementsNRDA, if as selected by NRDA, every year to the Independent Consultant acting reasonably and in accordance with the provisions Gen eral Body Meeting of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. (a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with the O&M RequirementsRequirements in terms of Schedule 6. (ab) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise/ capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (bc) The Concessionaire shall, during the Operations Period;Period : (i) shall have requisite organisation organization and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the ProjectProject Facility, to deal with the Independent Consultant/MCD SIIDCUL and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) constructshall, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at purposes of determining that the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same Project Facility is being carried on maintained in a manner that is not in conformity accordance with the O&M Requirements, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with and as per the instructions of the Authority and such Tests shall be carried out under the supervision of the Authority. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. (cd) In the event the Concessionaire has failed to operate and maintain the Project Facility in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD SIIDCUL (“Notice to Remedy”), MCD SIIDCUL may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate cause the repair and maintain maintenance of the Project or cause to repair and maintain the Project Facilities Facility at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all one and half times the costs incurred by MCD SIIDCUL on account of such operation and maintenance or repair and maintenance within 7 fifteen (15) days of receipt of MCDSIIDCUL’s claim therefor. (de) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant SIIDCUL, acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire:, (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities Facility or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iiiii) There there has been a serious or persistent let up breach in adhering to the O&M Requirements and thereby the Project Facilities Facility or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCDSIIDCUL; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, SIIDCUL requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) . Upon occurrence of a material breach Material Breach of O&M Requirements, MCD SIIDCUL shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by . (f) No demolition shall be allowed during the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each last five (5) years of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M RequirementsConcession Period, unless specifically approved by SIIDCUL.

Operation and Maintenance. The Concessionaire shall undertake operate and maintain the Project Facilities in accordance with the O&M RequirementsRequirements in terms of Schedule 4 from COD till the end of Concession Period. (a) The Concessionaire may undertake operations and maintenance of the Project Facilities by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period;: (i) i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the ProjectProject Facilities, to deal with the personnel deployed by NHIDCL/ Independent Consultant/MCD Engineer for monitoring proper operations and maintenance of the Project, consistent with the O&M Manual and the O&M Requirements, and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for . For the Independent Consultant, at purposes of determining that the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges Project Facilities are being maintained in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity accordance with the O&M Requirements, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with and as per the instructions of NHIDCL/ Independent Engineer and such Tests shall be carried out under the supervision of personnel deputed by NHIDCL/ Independent Engineer. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. (c) In the event the Concessionaire has failed to operate and maintain the Project Facilities in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD NHIDCL (“Notice to Remedy”), MCD NHIDCL may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain cause the Project or cause to repair and maintain maintenance of the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all one and half times the costs incurred by MCD NHIDCL on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCDNHIDCL’s claim therefor. In case the Concessionaire fails to comply with NHIDCL claim hereunder, NHIDCL shall encash the Operations Performance Security and deduct such cost of repair and maintenance. The Concessionaire shall have to refurnish the Operations Performance Security of appropriate amount to NHIDCL. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant NHIDCL, acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire:, (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iiiii) There there has been a serious or persistent let up breach in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) ; For avoidance of doubt, persistent breach shall mean: (i) : any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCDNHIDCL; (iia) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, NHIDCL requiring the Concessionaire to remedy a breach, and (iiiand b) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (fe) Upon occurrence of a material breach Material Breach of O&M Requirements, MCD NHIDCL shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or Agreement in respect of breach of obligations by accordance to the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.Article 10

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of this Agreement, have f ull control and management of Project. (ab) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project ( “O&M Manual”) setting out in detail the standard oper ating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amen dments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of this Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defect s or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the op eration and management of the Project. The Concessionaire shall throughout the term of this Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are ma de in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unl awful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, rec ords and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Autho rity a copy of audited annual report every year throughout the Concession Period. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the P roject or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Park s of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire doe s not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, i n all Project Agreements with such respective Third Parties, that: - (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days p re-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be acc rued / appropriated to the Concessioning Authority . (dp) The Concessionaire shall be deemed required to be in material breach invite a representative of O&M RequirementsNRDA, if as selected by NRDA, every year to the Independent Consultant acting reasonably and in accordance with the provisions General Body Meeting of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements.8.1 bp pulse shall: (a) The Concessionaire may undertake be responsible, at its sole cost and expense, for the Project maintenance and repair of such Charging Point subject to the terms of this Agreement (and any service level arrangement that is agreed from time to time), save that where the maintenance or repair has been necessitated as a result of the acts, omissions, negligence and/or breach of this Agreement by itself the Host, its servants, agents, employees, contractors or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either caseany others for whom the Host is responsible at law, the Concessionaire costs of any associated maintenance or repairs shall be borne by the Host. For the avoidance of doubt, the Host shall remain solely responsible to meet for the O&M Requirements.maintenance and repair of the Premises, excluding maintenance of the Charging Point itself; (b) bear the cost of the electricity charged by the relevant electricity supplier; (c) discharge any uniform business rates separately assessed on a Charging Point by any competent authority if bp pulse is invoiced directly for the same by that competent authority and covenants to pay the Host an amount equal to any uniform business rates assessed on a Charging Point in the event that the Host is invoiced directly by the competent authority. For the avoidance of doubt, bp pulse shall be liable only for any uniform business rates attributable to the Charging Point during the Term and not for the business rates for the Premises; (d) notify the Host as soon as reasonably practicable upon becoming aware of any fault or failure in infrastructure operated by the Distribution Network Operator which has a material effect on the performance of any Charging Points; and (e) be responsible for the financial management and administration of all Charging Points (including having sole control over its network pricing and tariff rates payable for the use of such Charging Points and the right to increase or decrease these rates during the Term as it deems necessary for its business activities) and collection of user payments, to which bp pulse shall be the sole beneficiary (including all revenues and income generated from their use). 8.2 The Concessionaire Host shall, for each Charging Point and at its sole cost and expense, during the Operations PeriodTerm: (a) clean and maintain or repair the area surrounding each Charging Point in accordance with all applicable laws and regulations and generally good industry practice, excluding the charge-points and parking bays for which bp pulse are responsible for; 10-58 (b) take all measures required in accordance with all applicable laws and regulations and generally good industry practice to ensure pedestrian security and safety in the Premises and including in the area surrounding each Charging Point; (c) take and maintain all reasonable security measures to protect the property on the Premises; (d) notify bp pulse as soon as practicable on becoming aware that a Charging Point has malfunctioned or ceased to operate or requires any form of repair or maintenance; (e) notify bp pulse promptly (and in any event within one (1) Business Day) of any customer of bp pulse reporting a fault with a Charging Point to the Host; (f) not take any act (or omit to act) to stop, reduce or disrupt the supply of electricity to a Charging Point, or permit any third party to stop, reduce or disrupt the supply of electricity to a Charging Point; (g) use reasonable endeavours to provide adequate levels of illumination in respect of any Charging Points (excluding on-street Charging Points where illumination levels are beyond its control or otherwise responsibility with the local authority to manage) and ensure unobstructed access to any Charging Point during the normal hours of public access to the Premises or at all times if the Charging Point is accessible 24/7; (h) permit all Charging Point users unlimited access to any Charging Point, during the normal hours of public access to the Premises or at all times if the Charging Point is accessible 24/7; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate not place any ‘out of service’ signage on any Charging Point without written consent from bp pulse. provide no less than thirty (30) days advance notice in writing to supervise bp pulse of any future periods when the Project, Premises will be unoccupied or untended (other than in the ordinary course of business); and/or any circumstances in which the Host intends to deal cease trading or dispose of any rights in the Premises or the business carried on thereat; (j) notify bp pulse immediately by telephone using the channels notified by bp pulse from time to time if the Host becomes aware of any suspected interference with the Independent Consultant/MCD Charging Point; (k) comply with any rules or requirements notified by bp pulse in connection with any Charging Point, provided that such rules and requirements are fair and reasonable and necessary for the performance and security of a Charging Point; (l) as soon as reasonably practicable, pass on to bp pulse any correspondence the Host receives relating to any Charging Point; (m) maintain any required landlord consents, authorisations, permits and licences required to be obtained in the Host’s name to permit the operation and maintenance of the Charging Points at the Premises; (n) if requested by bp pulse, use reasonable endeavours to provide assistance to bp pulse with any reporting requirements placed upon bp pulse by the Office for Low Emission Vehicles (or any successor thereto); and (o) use reasonable endeavours to ensure proper use by users of the Charging Points and the Charging Bay(s) in which they are located. 8.3 In the event that a Charging Point is damaged, destroyed, broken or is unable to operate due to any negligence; unlawful or wrongful acts or omissions; or any breach of contractual obligations under this Agreement, by the Host, its servants, agents, employees or contractors or any others for whom the Host is responsible for at law, the Host covenants to pay bp pulse within thirty (30) days of demand an amount equal to any loss, liabilities, penalties, damages, costs, claims and expenses (including contractors’ and professional charges) incurred by bp pulse as a result. 8.4 Where bp pulse is unable to adopt or install its own electricity supply MPAN and it is explicitly agreed that bp pulse shall use a Host provided electricity supply MPAN and reimburse the Host for use of its electricity: (a) the Host shall be responsible for maintaining the electricity supply and associated infrastructure at its cost and shall ensure that the electricity supply is metered accordingly and is compliant with all necessary exchange relevant industry legislation and good practices and it shall not take any action to suspend or isolate the electricity supply to bp pulse Charging Point without the written agreement of information required pursuant to this Agreementbp pulse; (iib) construct, provide and maintain the Parties shall agree a reasonably furnished site office accommodation set rate for electricity for the Independent ConsultantTerm, defined in ▇▇▇▇▇ per kWh and bp pulse shall re-imburse the Host for the cost of electricity provided to the Charging Point at the Landfill Siteagreed ▇▇▇▇▇ per kWh rate on a quarterly basis. Such site office Bp pulse shall have work stations including computers for four (4) persons, heating provide the Host with energy statements and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges Host shall be borne by responsible for invoicing bp pulse for its cost of electricity at the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by agreed rate for the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements.relevant period; and (c) In the event Host shall maintain all grid connection infrastructure and assets (including cabling, feeder pillars, switches and other ancillary equipment) at the Concessionaire has failed to operate and maintain the Project Charge Point Site in accordance with the O&M Requirementsall applicable laws and regulations and generally good industry practice and ensure that such infrastructure and assets are inspected, tested and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and certified in accordance with all applicable laws and regulations and generally good industry practice. The Host shall maintain all infrastructure relating to the provisions internet communications connection up to each Charging Point and shall use reasonable endeavours to ensure that a stable internet connection is maintained at all times in order that bp pulse can maintain remote access to each Charging Point. The Host shall give at least 7 days’ prior notice to bp pulse of this Agreement, has determined that due any changes to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance such internet communications infrastructure; or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The any settings for such infrastructure that may impact the maintenance of the Project Facilities or a stable internet connection to any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering Charging Point. Upon giving at least 7 days’ prior notice to the O&M Requirements Host, the Host shall give bp pulse (and thereby its staff and contractors) access to the Project Facilities or Premises to carry out maintenance and alternations to the internet communications connection to any part thereof is not safe for operations; (iv) There has been persistent breach of O&M RequirementsCharging Point. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. 3.1 The Concessionaire shall undertake the Project in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial Owner covenants and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed agrees to operate and maintain the Project Communal Sewage System, at its own expense and without contribution nor involvement from the County. The Owner shall have full control and management thereof, and the Owner shall comply with all applicable governmental statutes and regulations with respect to the Communal Sewage System to the satisfaction of the MECP and the County. 3.2 The Owner covenants and agrees that all operators of the Communal Sewage System shall be certified in the appropriate Operators Classification by the MECP. 3.3 The Owner covenants and agrees to provide the County copies of annual operating reports required by MECP for water and sanitary. 3.4 The Owner covenants and agrees that the Communal Sewage System shall be subject to the water quality monitoring program that is set out in the Certificate of Approval which has been issued by the MECP and such monitoring program shall be undertaken at the sole expense to the Owner. The said Certificate of Approval and conditions contained therein is set out at Schedule “3” to this Agreement. 3.5 The Owner acknowledges and agrees that all efforts will be made to ensure that the Communal Sewage System is operated, maintained, and monitored in accordance with the O&M Requirementsplans approved by the MECP and/or the County, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost also in accordance with all of the Concessionaireapplicable legislation and the manuals that are prepared for the system as set out in Schedules “1” and “4”. The Concessionaire Owner covenants and agrees that the County shall reimburse all costs incurred by MCD on account have the right to take over the ownership and/or operation of such the Communal Sewage System as set out in Schedule “1” should one of the following events occur: a) If, in the opinion of the MECP the Medical Officer of Health and/or the County, the operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed the Communal Sewage System by the Owner is so faulty so as to be in material breach detrimental to those persons being served by the said system and/or the natural environment, the County, upon giving twenty-four (24) hours written notice to the Owner of O&M Requirementssuch default, and if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has problems are not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to corrected thereafter within a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.further twenty-four

Operation and Maintenance. a) The Concessionaire shall undertake the operate and maintain both Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of the Agreement, have full control and management of Project. b) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the both Project (a“O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facilities by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under the Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. ▇▇▇▇▇▇▇▇▇▇▇, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period within one month from the date of audit. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Parks of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account of Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that:- (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority. (dp) The Concessionaire shall be deemed invite a representative of CHB, as nominated by CHB, every year to be in material breach the General Body Meeting of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of the Agreement, have full control and management of Project. (ab) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project ( “O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operati on and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under the Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall mai ntain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbit ration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, lux ury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Pro ject from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period. k) The Concessionaire shall furnish to the Concessioning Authority such information as r equired by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Aut hority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Park s of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that: - (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreeme nt and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre -mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agre ements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority . (dp) The Concessionaire shall be deemed invite a representative of NRDA, as nominated by NRDA, every year to be in material breach the General Body Meeting of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. (O &M) I. The Concessionaire Lessee as a mandatory condition of this Lease shall undertake complete Development Obligations (as mentioned under clause 1.2) on Project Site within the Project in accordance with the O&M Requirementsstipulated time period mentioned therein. (a) II. The Concessionaire may undertake Lessee shall submit a certificate from an architect approved under Bhumi Vikas Niyam – 1984, in support of the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, completion of the Concessionaire shall remain solely responsible to meet construction at the O&M Requirementsstages set out herein above. (b) III. The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to Lessee shall be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide construction and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of necessary hutments for its labour within the site officealong with providing power, electricity drinking water, sanitation and power charges other facilities at its own cost. The Lessee shall be borne by demolish all such hutments and remove the Concessionairedebris from site before completion of project at its own cost. (iii) All Tests IV. The Lessee shall be conducted strictly adhere to ascertain compliance by the Concessionaire with the Operations Plan Standards and the O&M RequirementsSpecifications of Approved DPR and Applicable Laws. V. The Lessee shall remove promptly from the Multipurpose Warehouse premise, as the case may be, all surplus construction machinery and materials, waste materials (ivincluding hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) The Independent Consultant, may, by written notice, require and keep the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in Warehouse and its reasonable opinion the same is being carried on premise in a manner that is not clean, tidy and orderly condition, and in conformity with the O&M Requirements.Applicable Laws, Applicable Permits and Good Industry Practice (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the ConcessionaireVI. The Concessionaire Lessee shall reimburse procure that all costs incurred by MCD on account of such operation and times during the Operation Period, the Warehouse conforms to the maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and requirements in accordance with the provisions of this Agreement, has determined that due Applicable Laws, Applicable Permits and Good Industry Practice (the “Maintenance Requirements”) VII. The Lessee shall comply with the provisions of this Agreement, Applicable Laws and Applicable Permits and conform to breach Good Industry Practice for securing the for securing the safety of its obligations by the Concessionaire:Storage Facility, Users and other persons present in the premises. In particular, the Lessee shall develop, implement and administer a surveillance and safety programme for providing a safe environment on or about the Storage Facility, and shall comply with the safety requirements (the “Safety Requirements”). (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or VIII. The Lessee shall at all times operate the scheduled/planned maintenance has not been carried out Storage Facility in accordance with Applicable Laws, Good Industry Practice and the O&M Requirements; (ii) The maintenance provisions of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirementsthis Agreement. (e) For avoidance IX. The Lessee shall not undertake or permit any form of doubtcommercial advertising, persistent breach display or hoarding at any place on the Site if such advertising, display or hoarding violates Applicable Laws. All advertising on the Storage Facility shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice also conform to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwiseGood Industry Practice. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences X. Unless otherwise expressly provided therefor under in this Agreement, depending upon all costs and expenses arising out of or relating to Safety Requirements shall be borne by the nature Lessee. XI. Any default under this agreement on the part of any Operator, operating on behalf of the obligation in respect of which a material breach has occurred, Lessee shall be entitled deemed to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by be the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each default of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M RequirementsLessee.

Operation and Maintenance. The Concessionaire shall undertake of the Project Units ------------------------------------------ 4.1 Bartech hereby undertakes to maintain and operate the Units installed in accordance with the O&M Requirements. (a) The Concessionaire may undertake D▇▇▇▇ Inter-Continental to the Project by itself or through a Contractor possessing requisite technicalstandard usual and customary for five star hotels in Europe and Israel, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange repair any malfunction in a Unit upon receipt of information required notification by the Hotel, pursuant to the provisions of this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event that such malfunction cannot be repaired within 12 hours of receipt of the Concessionaire has failed Hotel's notice, Bartech shall replace such unit forthwith, and in all circumstances no later than 24 hours after receipt of such notice. It is further agreed that it is a material provision of this Agreement that each Unit and Bartech computer system shall be fully operable for at least 360 days in every 365 day period. 4.2 The personnel operating and maintaining the Units (hereinafter: the "Operators") . shall be the employees of Bartech. There shall be no employee - employer relationship between the Operators and the Hotel. The terms of employment of the Operators (including, but not limited to, salary and termination of such employment) shall be determined by Bartech, provided that none of the terms of their employment shall be inferior to those set forth in the Hotel Association and Histadrut employment contract. Bartech undertakes that it shall maintain sufficient trained personnel in order to operate and maintain the Project Units and the Bartech "computer system in the manner and to the standard contemplated by this Agreement. 4.3 Bartech undertakes that it shall cause the Operators to act in accordance with the O&M Requirements, rules and such failure has not been remedied despite a notice to that effect regulations of conduct as issued by the Independent Consultant or MCD (“Notice Hotel with respect to Remedy”)the conduct within the D▇▇▇▇ Inter-Continental. 4.4 The Operators shall wear the customary uniforms which are worn by employees of the D▇▇▇▇ Inter-Continental. The Hotel shall charge Bartech for the cost for hire of such uniforms. 4.5 The Hotel hereby agrees to provide to Bartech, MCD mayfor the benefit of the Operators, without prejudice meals that are customarily provided to any the employees of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain D▇▇▇▇ Inter-Continental. The Hotel shall charge Bartech for the Project Facilities at the risk and cost of such meals and which shall be in the Concessionaire. The Concessionaire shall reimburse all costs incurred amount which is equal to the staff coffee shop prices offered by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim thereforthe Hotel. (d) 4.6 The Concessionaire Hotel shall be deemed have no vicarious liability with respect to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with acts and/or the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance omissions of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M RequirementsOperators. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice and Applicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of this Agreement, have full control and management of Project. (ab) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project ( “O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementat ion and operation and maintenance of the Project in either caseaccordance with the provisions of this Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. d) The Concessionaire shall with due dilig ence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerne d. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of t he Project. The Concessionaire shall throughout the term of this Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and through out the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding a nything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of defi ciency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Park s of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breac h in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements wi th such respective Third Parties, that: - (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre -mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority . (dp) The Concessionaire shall be deemed required to be in material breach invite a representative of O&M RequirementsNRDA, if as selected by NRDA, every year to the Independent Consultant acting reasonably and in accordance with the provisions General Body Meeting of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. a) The Concessionaire shall undertake operate and maintain the Project Facility in accordance with Good Industry Practice andApplicable Laws. The Concessionaire shall throughout the O&M Requirementscontinuance of the Agreement, have full control and management of Project. b) Prior to the start of operations in Project, the Concessionaire would submit to the Concessioning Authority, an Operations and Maintenance Manual for the Project (a“O&M Manual”) setting out in detail the standard operating procedures, schedules, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Concessioning Authority and any amendments thereof. c) The Concessionaire may undertake operations and maintenance of the Project Facility by itself or through a Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but , provided Concessionaire shall be solely responsible for implementation and operation and maintenance of the Project in either caseaccordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under the Agreement in any manner. d) The Concessionaire shall with due diligence carry out all necessary and periodical tests in accordance with the applicable regulations and Applicable Laws. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: i. Institution and supervision of operating policies, principles, systems and procedures for all departments including purchasing, accounting, credit management and maintenance, personnel, etc. ii. Instituting, conducting, defending, compromising, referring to arbitration and abandoning any legal or other proceedings, claims and disputes in which the said Project is concerned. iii. To issue its receipts and invoice in its own name. f) The Concessionaire will take professional indemnity insurance in respect of the negligence of its Project Facility staff members, employees, executives, Authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance and from time to time regularly bear and pay the insurance premium in this regard. g) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of the operation and management of the Project, including sales tax, VAT where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. h) The Concessionaire shall not in the operation of the Project do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, rules, orders, regulations and other requirements as applicable for the operation and management of the Project from time to time. i) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. j) The Concessionaire shall submit to the Concessioning Authority a copy of audited annual report every year throughout the Concession Period within one month from the date of audit. k) The Concessionaire shall furnish to the Concessioning Authority such information as required by the Concessioning Authority with respect to operation and management of the Project. l) Notwithstanding anything contained herein, the Concessionaire shall remain be solely responsible for all the claims or proceedings filed with respect to meet the O&M Requirementsmanagement and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Concessioning Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Concessioning Authority indemnified in this regard. (bm) The Concessionaire shall, during will ensure that the Operations highest service standards and good industry practices in Amusement Parks and Recreational Parks of similar standing will be adopted and followed in the said Project throughout the Concession Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (cn) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M RequirementsGood Industry Practices and as per the provisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Concessioning Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account Concessioning Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such breach in the period specified in the notice, it shall be constituted as “Concessionaire Event of such Default” in terms of the provisions of Article 6. o) The Concessionaire may subcontract operations/ operation and maintenance of parts of the Project Facility, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Concessioning Authority, with incorporated Clauses, in all Project Agreements with such respective Third Parties, that:- (i) the period of the Project Agreement shall be co-terminus with the Term of this Concession Agreement and (ii) in case of Termination of this Concession Agreement (by efflux of time or repair and maintenance within 7 days pre-mature), Concessioning Authority shall have the option of receipt continuing with such Project Agreements such that all proceeds / rentals, arising out from such Project Agreements of MCD’s claim thereforthe Project Facility, incase they continue to accrue, shall henceforth be accrued / appropriated to the Concessioning Authority. (dp) The Concessionaire shall be deemed invite a representative of CHB, as nominated by CHB, every year to be in material breach the General Body Meeting of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake 18.1. O&M obligations of the Project in accordance with Concessionaire 18.1.1. During the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either caseOperation Period, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project (the entire Commercial Complex, as defined in the Agreement) in accordance with this Agreement either by itself, or through the O&M RequirementsContractor and if required, and such failure has not been remedied despite a notice modify, repair or otherwise make improvements to that effect issued by the Independent Consultant or MCD (“Notice Proposed Commercial Complex at Old Power House Complex, Keishampat, Imphal site to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance comply with the provisions of this Concession Agreement, has determined that due Applicable Laws and Applicable Permits, and conform to breach Specifications and Standards and Good Industry Practice. The obligations of its obligations by the ConcessionaireConcessionaire hereunder shall include: (ia) there has been failure/undue delay in carrying out scheduled/planned periodic preventive maintenance or and any breakdown maintenance of the scheduled/planned Project; b) preventing, with the assistance of concerned law enforcement agencies, any unauthorized use of the Project; c) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Project; d) protection of the environment and provision of equipment and materials therefore; e) operation and maintenance has not been carried out of all communication, control and administrative systems necessaryfor the efficient operation of the Project; f) maintaining a public relations unit to interface with and attend to suggestions from the Users,government agencies, media and other agencies; and g) Complying with Safety Requirements in accordance with the O&M Requirements;Article 19. (ii) 18.1.2. The maintenance of Concessionaire shall remove promptly from the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; all surplus construction machinery and materials, waste materials (iiiincluding solid wastes, hazardous materials and waste water), rubbish and otherdebris (including, without limitation, accident debris) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby keep the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) in a clean, tidy and orderly condition, and in conformity with the Applicable Laws, Applicable Permits and Good Industry Practice. For the avoidance of doubt, persistent breach it is agreed that the debris and material excavated shall mean: be carried to and deposited at (i) any breach of O&M Requirements by at the Concessionaire which has not been remedied by the Concessionaire despite a Notice Site to Remedy be decided in respect thereof issued by consultation with the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwiseEngineer before entering into concession agreement). (f) Upon occurrence of a material breach of O&M Requirements18.1.3. The Concessionaire shall maintain, MCD shallin conformity with Good Industry Practice, without prejudice to and notwithstanding any all other consequences provided therefor under this Agreement, depending upon structures situated on the nature Site but not forming part of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, project if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsany.

Operation and Maintenance. a. The Concessionaire operation and maintenance of the drainage facilities described herein and located within the Easement Property shall undertake be the Project responsibility of the Grantor and be performed in accordance with the O&M Requirements“Dominoe Landscape Storage Detention Pond Operations and Maintenance Manual;” provided, however, that Grantee shall have the right to maintain the Easement Property in the event Grantee, in its sole discretion, determines to enter the Easement Property for the operation and/or maintenance of the Easement Property as set forth in subsection b. hereinbelow. The Grantor acknowledges and agrees that the Grantee has the right to enter the Easement Property to maintain and operate the drainage facilities covered by Chapter 4.08 of the Parker Municipal Code or to maintain and operate the drainage facilities in the manner described herein. b. If Grantor fails to adequately maintain the drainage facilities located within the Easement Property, and within fourteen (a14) days after the date of written notice from Grantee, fails to correct the maintenance problem, or fails to begin to clean, cure or correct such problem within fourteen (14) days if such problem cannot be reasonably cleaned, cured or corrected within fourteen (14) days, and fails to diligently prosecute such cleaning, cure or correction to completion, then Grantee may do so as provided herein. Notwithstanding the foregoing, Grantee may, in the event of an emergency, as determined by Grantee in its sole discretion, clean, cure or correct any damage caused by Grantor's failure to adequately maintain the drainage facilities located within the Easement Property. The Concessionaire may undertake Grantor shall reimburse the Project by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, Grantee for the Concessionaire shall remain solely responsible cost of such maintenance to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; extent that (i) have requisite organisation and designate and appoint suitable officers/ representatives the drainage facilities and/or the type of maintenance performed by Grantee are not covered by Chapter 4.08 of the Parker Municipal Code, as it may deem appropriate to supervise the Projectamended, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; or (ii) constructif the drainage facilities and/or the type of maintenance performed by the Grantee is covered by Chapter 4.08 of the Parker Municipal Code, provide as amended, and maintain a reasonably furnished site office accommodation the Grantee determines in its sole discretion that there are not sufficient funds available for such maintenance. If Grantor fails to reimburse Grantee for the Independent Consultantcost of such maintenance, at within thirty (30) days after receipt of an invoice from Grantee describing the Landfill Site. Such site office corrective or maintenance action taken, the unpaid amount shall have work stations including computers for four (4) personsconstitute a lien on the Easement Property until paid in full, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site officewith priority over all other liens, electricity and power charges except general tax liens, which liens shall be borne by certified to the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan County Treasurer and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if collected in its reasonable opinion the same is being carried on in a manner as other taxes are collected. Grantor further agrees that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate Grantee may also pursue any and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its all other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities available at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirements. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months law or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsequity.

Operation and Maintenance. The Concessionaire 4.01 Each Party shall undertake be fully responsible for the Project operation, maintenance, repair and replacement of its portion of the Interconnection Facilities, and for all cost, expense and risk associated therewith; provided, however, that ANR shall operate and perform minor maintenance within the capability of ANR's field technicians on the gas measurement equipment used to determine the volume and quality of the natural gas delivered by ANR to LSP at the Custody Transfer Point and further provided that ANR shall operate, but not maintain, that portion of the LSP Interconnection Facilities located on ANR owned land at the Sardis Compressor Station. 4.02 In the case of explosion, fire storm or other emergency involving the LSP Interconnection Facilities, ANR shall take such steps and incur such expense as ANR determines, in the exercise of its sole discretion, are required to ▇▇▇▇▇ the emergency and to safeguard life and property. ANR shall, as promptly as possible, report such emergency to LSP. LSP shall reimburse ANR for all such costs caused by the LSP Interconnection Facilities in responding to each such emergency. 4.03 Each Party, or its designee, shall operate, maintain and repair its portion of the Interconnection Facilities in accordance with sound, workmanlike and prudent practices common to the O&M Requirementsnatural gas industry, and such practices shall not be less than the standards and practices followed by such Party in the operation, maintenance and repair of similar natural gas pipeline facilities owned and/or operated by such Party. Each Party shall require its contractors and subcontractors furnishing labor, material, supplies and/or services for said work to follow the same practices and standards. 4.04 All gas delivered by ANR to LSP at the Interconnection Facilities shall conform to the specifications set forth in the General Terms and Conditions of ANR's Federal Energy Regulatory Commission (a"FERC") The Concessionaire may undertake the Project by itself Gas Tariff, Second Revised Volume 1, or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirementsany successor thereto ("ANR's Tariff"). (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, 4.05 ANR shall deliver gas at the Landfill Site. Such site office Custody Transfer Point at ANR's prevailing line pressure; provided, however, that ANR and LSP shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance each make reasonable efforts to control its respective prevailing line pressure to permit gas to enter the LSP Pipeline from ANR or other sources. 4.06 Custody of the site officegas shall transfer from ANR to LSP after it passes through the Custody Transfer Point. The actual quantity of natural gas, electricity and power charges expressed in dekatherms, delivered by ANR to LSP shall be borne by determined using the Concessionairerecorded meter information from the ANR EMS. (iii) All Tests 4.07 The reading, testing, calibrating, and/or adjusting of the ANR EMS or any custody transfer measurement facilities shall be conducted to ascertain compliance performed and paid for by the Concessionaire with the Operations Plan ANR. Testing and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part calibrating of the operation of the Projectmeasurement facilities, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project any adjustments for inaccuracies related thereto, shall be performed in accordance with ANR's Tariff and with ANR's applicable measurement standards. 4.08 ANR shall provide LSP with reasonable advance notice of the O&M Requirementsreading, testing, calibrating, inspection, repair, changing and/or adjusting of the ANR EMS or any custody transfer measurement facilities. LSP may have representatives and/or designees present during the time that such work is being performed. ANR shall also provide LSP with reasonable advance written notice of all scheduled maintenance or repair work on such facilities. For any maintenance or repair work which could reasonably result in an interruption or curtailment of gas deliveries to LSP at the Custody Transfer Point, ANR shall use commercially reasonable efforts to perform such work during the maintenance outages of LSP's Power Plant or such other times as are agreeable to LSP and ANR shall use commercially reasonable efforts to complete such failure has not been remedied despite a work in the shortest time reasonably practicable. LSP shall provide ANR with reasonable advance notice of LSP's need to that effect issued by gain access to the Independent Consultant Sardis Compressor Station to perform maintenance work or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies otherwise fulfill LSP's obligations under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire 4.09 ANR shall be deemed to be in material breach of O&M Requirements, if provide LSP with a serial communication signal from the Independent Consultant acting reasonably ANR EMS which shall provide real time pressure and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements real time cumulative flow and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirementsvolume information. (e) For avoidance of doubt, persistent breach shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. 17.1 O&M obligation of the Concessionaire 17.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Project, the rail line and provide Services to the Users in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvement to the Project to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. The Concessionaire shall undertake the Project in accordance with the O&M Requirements.be inter alia at its own cost, expense, and consequences responsible and liable for / to: (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technicalInvestigate, financial and managerial expertise/capability; but in either casestudy, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shalldesign, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives construct as it may deem appropriate to supervise the Projectper specifications, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any provisions of its other rights/remedies under this Agreement, Good Industry Practices and Applicable Laws; (b) Obtain all Applicable Permits in conformity with the Applicable Laws and be entitled to operate and maintain in compliance thereof at all times during the Concession Period; (c) Ensure that services of water supply, sewerage, drainage, electricity, telephone, etc. at the Site or in the vicinity, encountered during the period of construction / operation / maintenance of the Project or cause and rail line are not damaged. In case of any shifting of utilities required during construction, the Concessionaire will have to repair and maintain bear the Project Facilities at upfront charges of such shifting. All the risk and cost coordination work with concerned Agencies including the clearances / permissions for shifting of utilities will be the responsibility of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor.); (d) The Concessionaire shall be deemed Procure and maintain in full force and effect, as necessary, appropriate proprietary rights, licenses, Agreements and permissions for materials, methods, processes and systems used in or incorporated into the Project; (e) Provide all assistance to be in material breach of O&M Requirements, if the Independent Consultant acting Expert/Authority as they may reasonably require for the performance of their duties and services under this Agreement ; (f) Provide to the Authority/Independent Expert the reports on a regular basis during the Implementation Period and Operations Period in accordance with the provisions of this Agreement; (g) Adhere to the provisions of all laws of the land including municipal laws and bylaws and rules in connection with display of advertisements. The Concessionaire shall also pay / ensure payment of advertisement tax, has determined that due service tax, other taxes & levies if any, in respect of the advertisements displayed. (h) Make efforts to breach maintain harmony and good industrial relations among the personnel employed in connection with the performance of its obligations by the Concessionaire:'s obligations under this Agreement; (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or Develop, implement and administer a surveillance and safety program for the scheduled/planned maintenance has not been carried out Project and the Users thereof including correction of safety violations and deficiencies, and taking of all other actions necessary to provide a safe environment in accordance with the O&M RequirementsApplicable Laws and Good Industry Practice; (iij) Not place or create nor permit any worker or other person claiming through or under the Concessionaire to create or place any Encumbrance over all or any part of the Project Assets, or on any rights of the Concessionaire therein, save and except as expressly set forth in this Agreement; (k) Notwithstanding any provision in this Agreement be solely responsible for safety, stability, soundness and durability of the Project including all structures forming part thereof and their compliance with the Specifications and Standards as per Agreement during Construction as well as Operation and Maintenance Period and be liable for any claims arising there from. (l) Ensure that the Site remains free from all encroachments and take all steps necessary to remove encroachments, if any; (m) Operate and maintain the Project at all times during the Operation Period in conformity with this Agreement including but not limited to the Specifications and Standards, the Maintenance Programme and Good Industry Practice; (n) Ensure that Site and facilities created are not defaced by any kind of writings/posters (o) Follow all labour laws and regulations and pay the wages, deposit PF& ESI contributions and other dues to its workers in time. Concessionaire shall indemnify the Authority from any claims in this regard and submit certificates with details of PF and ESI deposited for each of its employees (and employees of its contractors for which Authority is likely to be Principal Employer under this Contract) every quarter. (p) Intimate the Authority and the Independent Expert about any misconduct or misdeeds or any act or incident involving the Concessionaire or any of its personnel or any of its sub-licensee(s), lessee(s), Contractor(s)/ sub-contractor(s), agent(s), representative(s) in any criminal or civil case and shall not hold the Authority liable for any of the same or consequences thereof in any manner whatsoever. (q) Ensure that the Project Assets are handed over to Authority in sound condition on the Transfer Date; (r) Minimize disruption in the event of accidents or other incidents affecting the safety and use of the Project by providing a rapid and effective response and maintaining liaison with emergency services of the State; (s) Prevent with the assistance of concerned law enforcement agencies, any unauthorized use of the Project (t) Prevent, with the assistance of the concerned law enforcement agencies, any encroachments on, or unauthorized entry to the Site by any Third Party; (u) Protect the environment and provision of equipment and materials thereof; (v) operation and maintenance of all communication, control and administrative systems necessary for the efficient operation of the Project; (w) Maintain a public relations unit to interface with and attend to suggestions from the Users, government agencies, media, and other agencies. The Concessionaire may develop and maintain a project website with provisions to integrate with the Authority website, to display information about the facilities available to the users, for receiving and publishing user feedback, and mechanism for grievance redressal. Authority may publish guidelines from time to time related to the website. (x) operate and maintain all rail infrastructure and associated facilities in compliance with the applicable guidelines issued by the Government agency and including amendments if any, as specified in Schedule X. (y) permitting safe, smooth, and uninterrupted use by the Users of the Project to avail the [Services], including prevention of loss or damage thereto, during normal operating conditions; (z) meet the requirements of Key Performance Indicators and provide a [half-yearly status report] of compliance with the Key Performance Indicators; (aa) carrying out periodic preventive maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M RequirementsProject; (iiibb) There has been a serious or persistent let up taking all measures relating to fire precautions in adhering to the O&M Requirements accordance with Applicable Laws, Applicable Permits and thereby Good Industry Practice; 17.1.2 The Concessionaire shall remove promptly from the Project Facilities or any part thereof is not safe for operations; all surplus construction machinery and materials, water materials (ivincluding hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) There has been persistent breach of O&M Requirements. (e) and keep the Project in a clean, tidy and orderly condition at all times during the concession period, and in conformity with Applicable Laws, Applicable Permits and Good Industry Practice. For the avoidance of doubt, persistent breach it is agreed that the debris and material excavated shall mean: (i) any breach of O&M Requirements be carried to and deposited at the location identified by the Concessionaire which has not been remedied by Authority and/or Independent Expert. 17.1.3 If the Concessionaire despite a Notice fails to Remedy in respect thereof comply with any directions issued by the Independent Consultant/MCD; (ii) recurrence Authority or any Government Instrumentality acting under any Applicable Laws, as the case may be, and is liable to pay a penalty under the provisions of a breach Applicable Laws, such penalty shall be borne solely by the Concessionaire, during and shall not be claimed from the pendency Authority. For the avoidance of Notice to Remedy by doubt, payment of any penalty under the Independent Consultant/MCDprovisions of Applicable Laws shall be in addition to, requiring and independent of the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor Damages payable under this Agreement. 17.1.4 The Concessionaire shall maintain, depending upon the nature in conformity with Good Industry Practice, all stretches of the obligation in respect of which a material breach has occurredroads, be entitled to either levy a penalty and thereafter terminate this Agreementover-bridges/ under-bridges, if such breach takes place for three consecutive months over-passes, under-passes or in respect of breach of obligations other structures constructed by the Concessionaire which are of a more serious natureConcessionaire, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementseven if used by general traffic other than MMLP10.

Operation and Maintenance. The Concessionaire 11.1.1 Seller shall undertake or shall cause others to manage, control, operate and maintain all parts of the Project Facility in a manner consistent with Prudent Industry Practices, taking into account Buyer’s right to Schedule the Facility, and in accordance with the O&M Requirements. (a) The Concessionaire may undertake the Project by itself or through a Contractor possessing requisite technical, financial applicable planning standards and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the O&M Requirements. (b) The Concessionaire shall, during the Operations Period; (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii) construct, provide and maintain a reasonably furnished site office accommodation for the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance operating policies of the site office, electricity SERC and power charges shall be borne by the Concessionaire. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan and the O&M Requirements. (iv) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the operation of the Project, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the O&M Requirements. (c) In the event the Concessionaire has failed to operate and maintain the Project in accordance with the O&M Requirements, and such failure has not been remedied despite a notice to that effect issued by the Independent Consultant or MCD (“Notice to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse all costs incurred by MCD on account of such operation and maintenance or repair and maintenance within 7 days of receipt of MCD’s claim therefor. (d) The Concessionaire shall be deemed to be in material breach of O&M Requirements, if the Independent Consultant acting reasonably NERC and in accordance with the Operating Procedures to be developed by the Operating Committee. Seller shall and shall cause others to: (i) be in compliance with all Legal Requirements applicable to Seller and to the owner and operator of the Facility and (ii) diligently seek to obtain, maintain, comply with and, as necessary, renew and modify from time to time, any and all Consents. Notwithstanding the foregoing, a failure by Seller to comply with the provisions of this Section 11.1.1 shall not constitute an Event of Default under Section 17.1.5; provided, however, that Buyer shall have the right to seek the remedy of specific performance with respect to any such failure. 11.1.2 Seller and Buyer shall mutually develop written Operating Procedures no later than sixty (60) Days prior to the Required Commercial Operation Date. Topics covered shall include deliveries of energy during start-up and testing of the Facility; the method of day-to-day communications; clearance and switching practices; daily capacity availability and energy reports; Facility operations log; reactive power output; technical limits regarding Facility operation (such as minimum run times, minimum down times between starts, and other limits specified in Appendix C); ramp rates for the delivery of power to the Transmission System; coordination of maintenance scheduling; designation of confidential information and such other matters as the Operating Representatives shall agree are appropriate. The Operating Representatives shall be responsible for modifying, from time to time, these Operating Procedures in writing to reflect agreed upon changes. In the event of inconsistency or conflict between the Operating Procedures and specific terms of this Agreement, has determined that due to breach the specific terms of its obligations by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M Requirementsthis Agreement shall take precedence. 11.1.3 Seller shall or shall cause others to employ at the Facility all safety devices and safety practices required by Prudent Industry Practices. To the extent consistent with Prudent Industry Practices, Seller shall keep accurate records of any accident or other occurrence at the Site that results in injury to persons or damage to property. Seller shall provide to Buyer reasonable access to these records upon not less than seven (e7) For avoidance of doubtDays notice during normal business hours, persistent breach but shall mean: (i) any breach of O&M Requirements by the Concessionaire which has not been remedied by the Concessionaire despite a Notice be required to Remedy in respect thereof issued by the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice provide access to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwiseemployment records regarding Facility personnel. (f) Upon occurrence of a material breach of O&M Requirements, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon the nature of the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirements.

Operation and Maintenance. The Concessionaire shall undertake the Project in accordance with the O&M Requirements. (a) The Concessionaire shall operate and maintain the Project Installations in accordance with Annex B of Schedule 4, Good Industry Practice and Applicable Laws during the O&M Period. The Concessionaire shall throughout the continuance of this Agreement, have full control and management of Project. (b) Prior to the Project Construction Completion Date, the Concessionaire would submit to the Authority, an Operations and Maintenance Manual for the Project (“O&M Manual”) setting out in detail the Standard Operating Procedures, periodicity and other details of the operation and maintenance activities to be carried out for the Project. The Concessionaire shall get the Operation and Maintenance Manual approved by the Authority and any amendments thereof. (c) The Concessionaire may undertake operations and maintenance of the Project Installations by itself or through a Sub-Contractor possessing requisite technical, financial and managerial expertise/expertise / capability; but in either case, provided that the Concessionaire shall remain be solely responsible to meet for the O&M Requirementsoperation and maintenance of the Project in accordance with the provisions of the Agreement and it shall not relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner. (bd) The Concessionaire shallshall with due diligence carry out all necessary and periodical tests in accordance with the Good Industry Practices, Applicable Laws and as mentioned in secion 2.3 (c). The Concessionaire shall maintain proper record of such tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the test results. The Concessionaire shall be responsible to replace the defective water meter free of cost, if required, during the Operations Concession Period;. (e) The Concessionaire shall be entitled at its own costs, expenses and consequences to perform the following: (i) have requisite organisation Institution and designate supervision of operating policies, principles, systems and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Independent Consultant/MCD and to be responsible procedures for all necessary exchange of information required pursuant to this Agreement;departments including purchasing, accounting, credit management and maintenance, personnel, etc. (ii) construct▇▇▇▇▇▇▇▇▇▇▇, provide conducting, defending, compromising, referring to arbitration and maintain a reasonably furnished site office accommodation for abandoning any legal or other proceedings, claims and disputes in which the Independent Consultant, at the Landfill Site. Such site office shall have work stations including computers for four (4) persons, heating and cooling equipment and toilet facilities. All charges in respect of maintenance of the site office, electricity and power charges shall be borne by the Concessionairesaid Project is concerned. (iii) All Tests shall be conducted to ascertain compliance by the Concessionaire with the Operations Plan To issue its receipts and the O&M Requirementsinvoice in its own name. (ivf) The Independent ConsultantConcessionaire shall arrange for, mayprovide, by written noticedeploy and remove, require as applicable, all Project personnel, at its own cost and expense. Provided that there is no conflict of interest or not prevented under any Applicable Law, the Concessionaire may hire existing staff of the Authority, according to suspend forthwith its recruitment and compensation policy. The Authority shall use its reasonable efforts to facilitate such hiring, if required and allowed. (g) The Concessionaire will take professional indemnity insurance in respect of the whole negligence of its staff members, employees, executives, authorities in the operation and management of the Project. The Concessionaire shall throughout the term of the Agreement maintain the professional indemnity insurance, error or omission insurance and from time to time regularly bear and pay the insurance premium in this regard. The Concessionaire shall also maintain any part other insurance that may be necessary and/or required by law to protect the Concessionaire, its employees and their assets against loss, damage, destruction, business interruption or loss of profit (including insurance against all Force Majeure Events that are insurable). (h) The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect of operation and management of the Project, including sales tax, VAT, income tax, duties, fees where applicable, service tax, luxury tax and the like and will ensure that these are paid in time and no defaults are made in respect of the same. Further the Concessionaire shall ensure that all returns in this regard are filed before the due date as per Applicable Laws. (i) The Concessionaire shall not in the operation of the ProjectProject do any act or omission which shall be unlawful in nature and throughout the term abide by all the law, if in its reasonable opinion rules, orders, regulations and other requirements as applicable for the same is being carried on in a manner that is not in conformity with operation and management of the O&M RequirementsProject from time to time. (cj) The Concessionaire shall keep and maintain all such books, records and reports as are required to be maintained under Applicable Laws and shall submit or cause to be submitted to appropriate authorities, all information and reports as are legally required. (k) The Concessionaire shall submit to the Authority a copy of its audited annual report every year during the Concession Period. (l) The Concessionaire shall furnish to the Authority such information as required by the Authority with respect to operation and maintenance of the Project Installations. (m) Notwithstanding anything contained herein, the Concessionaire shall be solely responsible for all the claims or proceedings filed with respect to the management and operation of the Project whether with regard to any negligence committed in the Project or by reason of deficiency in the service at the Project or otherwise for any reason whatsoever whether intentionally or unintentionally and the Authority shall not be responsible or liable for the same whether vicariously or otherwise and the Concessionaire shall always keep the Authority indemnified in this regard. (n) The Concessionaire will ensure that the highest service standards and Good Industry Practice of similar standing will be adopted and followed in the said Project throughout the Concession Period. (o) In the event the Concessionaire has failed to operate and maintain the Project in accordance with Good Industry Practice and as per the O&M Requirementsprovisions of this Agreement, and such failure has not been remedied despite a notice to that effect will be issued by the Independent Consultant or MCD (“Notice Authority to Remedy”), MCD may, without prejudice to any of its other rights/remedies under this Agreement, be entitled to operate and maintain the Project or cause to repair and maintain the Project Facilities at the risk and cost of the Concessionaire. The Concessionaire shall reimburse take all costs incurred steps to address the concerns raised by MCD on account the Authority in the said notice within reasonable period. If the Concessionaire does not remedy any such Material Breach in the period specified in the notice, it shall be constituted as a Concessionaire Event of Default in terms of the provisions of Article 11.1.1. (p) In the event that the Concessionaire closes the Project Installations for any reason other than Force Majeure or reasons attributable to the Authority, and such closure of the Project Installation or any part thereof continues for a period that extends beyond one (1) week, the Concessionaire shall pay to the Authority damages for non- performance to the extent of 1% of the O&M Performance Security per day for every day of delay or part thereof until the Project is opened and operational again. Provided that nothing contained in this paragraph shall be deemed or construed to authorize any delay by the Concessionaire in the operation and maintenance of the Project Installation during the O&M Period or repair and maintenance within 7 days any closure of receipt of MCD’s claim thereforthe Project Installation. (dq) The Concessionaire may subcontract operation and maintenance of parts of the Project Installations, provided however, that it shall be obligatory upon the Concessionaire to provide copies of all such Project Agreements entered into from time to time with Third Parties to the Authority, with incorporated clauses, in all Project Agreements with such respective Third Parties, that: (i) the period of the Project Agreement shall be co-terminus with the Term of this Agreement and (ii) in case of Termination of this Agreement (by efflux of time or pre-mature termination), the Authority shall have the option to continue with such Project Agreements in its own discretion, such that all proceeds / rentals, arising out from such Project Agreements of the Project Installations, in case they continue to accrue, shall henceforth be accrued / appropriated to the Authority. (r) The Concessionaire shall be deemed to be in material breach invite a representative of O&M Requirementsthe Authority, if the Independent Consultant acting reasonably and in accordance with the provisions of this Agreement, has determined that due to breach of its obligations as nominated by the Concessionaire: (i) there has been failure/undue delay in carrying out scheduled/planned maintenance or Authority, every year to the scheduled/planned maintenance has not been carried out in accordance with the O&M Requirements; (ii) The maintenance annual general meeting of the Project Facilities or any part thereof has deteriorated to a level which is below the acceptance level prescribed by the O&M Requirements; (iii) There has been a serious or persistent let up in adhering to the O&M Requirements and thereby the Project Facilities or any part thereof is not safe for operations; (iv) There has been persistent breach of O&M RequirementsConcessionaire. (es) For avoidance of doubt, persistent breach The Concessionaire shall mean: (i) any breach of O&M Requirements by submit the Concessionaire which has not been remedied by as-built documentations for the Concessionaire despite a Notice to Remedy in respect thereof issued by complete Project Installations before the Independent Consultant/MCD; (ii) recurrence of a breach by the Concessionaire, during the pendency of Notice to Remedy by the Independent Consultant/MCD, requiring the Concessionaire to remedy a breach, and (iii) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwiseTransfer Date. (ft) Upon occurrence In case of a material breach of O&M Requirementsnon-compliance the concessionaire shall rectify the defect within two (2) weeks, MCD shall, without prejudice to and notwithstanding any other consequences provided therefor under this Agreement, depending upon in case if the nature of required results are not achieved through rectification then he shall replace the obligation in respect of which a material breach has occurred, be entitled to either levy a penalty and thereafter terminate this Agreement, if such breach takes place for three consecutive months or in respect of breach of obligations by the Concessionaire which are of a more serious nature, immediately terminate this Agreement. The details of each of the obligations pertaining to O&M Requirements and relative penalties are set in Annexure 1 of Schedule I pertaining to O&M Requirementsmeter.