ABFL-OJPL - Common Rupee Loan Agreement (Execution Version) PDF

DATED NOVEMBER 10, 2014
50.4 MW WIND FARM PROJECT
COMMON RUPEE LOAN AGREEMENT
AMONG
OSTRO JAISALMER PRIVATE LIMITED

as Borrower
AND
ADITYA BIRLA FINANCE LIMITED

as Facility Agent
AND
THE PERSONS SET FORTH IN SCHEDULE I

as Rupee Lenders
Amarchand & Mangaldas & Suresh A. Shroff & Co.

Advocates & Solicitors
TABLE OF CONTENTS
1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION........................................................... 1

2. THE RUPEE FACILITY .................................................................................................................. 28
3. DISBURSEMENTS BY WAY OF LETTER OF CREDIT............................................................ 29
4. LIABILITY OF AND PAYMENTS BY PARTICIPATING LENDERS WITH RESPECT TO
LETTER(S) OF CREDIT ISSUED BY ISSUING BANK ....................................................................... 34
5. DRAWDOWN MECHANISM ......................................................................................................... 37
6. CANCELLATION OF THE RUPEE FACILITY .......................................................................... 45
7. INTEREST ......................................................................................................................................... 46
8. REPAYMENT .................................................................................................................................... 49
9. CONDITIONS PRECEDENT .......................................................................................................... 52
10. REPRESENTATIONS AND WARRANTIES ................................................................................ 66
11. AFFIRMATIVE COVENANTS ....................................................................................................... 76
12. NEGATIVE COVENANTS .............................................................................................................. 95
13. EVENTS OF DEFAULT ................................................................................................................. 101
14. PREPAYMENTS AND RUPEE COMMITMENT REDUCTIONS ........................................... 111
15. EXPENSES AND INDEMNIFICATIONS .................................................................................... 113
16. MISCELLANEOUS ........................................................................................................................ 116
SCHEDULE I ............................................................................................................................................ 129
PART A DETAILS OF THE RUPEE LENDERS AND RUPEE FACILITY .................................... 129
PART B DETAILS OF THE PARTICIPATING LENDERS / ISSUING LENDERS AND LC
FACILITY ................................................................................................................................................. 130
SCHEDULE II FINANCING PLAN ...................................................................................................... 131
SCHEDULE III ESTIMATED PROJECT COSTS .............................................................................. 132
SCHEDULE IV REPAYMENT SCHEDULE ....................................................................................... 133
SCHEDULE V CLEARANCES .............................................................................................................. 134
SCHEDULE VI.......................................................................................................................................... 135
PART A EPC CONTRACTS .................................................................................................................. 135
PART B OTHER CONTRACTS ............................................................................................................ 135
SCHEDULE VII FORMAT OF DEED OF ACCESSION ................................................................... 136
SCHEDULE VIII INSURANCES ........................................................................................................... 137
EXHIBIT 1 – FORMAT OF NOVATION DEED .................................................................................. 138
EXHIBIT 2 – DRAWDOWN NOTICE ................................................................................................... 141
EXHIBIT 3 – LENDING CONFIRMATION NOTICE ........................................................................ 142
EXHIBIT 4 – DRAWDOWN CERTIFICATE OF LENDERS INDEPENDENT ENGINEER ......... 143
EXHIBIT 5 - FORM OF LETTER OF COMFORT.............................................................................. 145
EXHIBIT 6 – FORM OF LC INTEREST NOTICE .............................................................................. 147
(i)
COMMON RUPEE LOAN AGREEMENT
This COMMON RUPEE LOAN AGREEMENT (the “Agreement”) is made on the

10th day of November, 2014 at New Delhi, by and among:
1. OSTRO JAISALMER PRIVATE LIMITED, a company incorporated in India

under the Companies Act, 1956, with its registered office at Unit No. G-0, Ground
Floor, Mira Corporate Suites, 1&2 Ishwar Industrial Estate, Mathura Road, New
Delhi 110 065 (hereinafter referred to as the “Borrower”, which expression shall,
unless repugnant to the context, be deemed to include its successors and permitted
assigns) of the FIRST PART;
2. ADITYA BIRLA FINANCE LIMITED, a non banking finance company

incorporated under the provisions of the Companies Act, 1956 with company
identification number U65990GJ1991PLC064603 and having its registered office
at Indian Rayon Compound, Veraval, Gujarat 362 266 and having its branch
office at One Indiabulls Center, Tower 1, 18th floor, Jupiter Mill Compound, 841,
Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013, in its capacity as the
facility agent (hereinafter referred to as the “Facility Agent” which expression
shall unless repugnant to the context or meaning thereof, be deemed to include its
successors, assigns, transferees and novatees) of the SECOND PART; and
3. THE PERSONS SET OUT IN SCHEDULE I as Rupee Lenders (hereinafter

referred to as the “Rupee Lenders”, which expression shall, unless repugnant to
the context, be deemed to include their successors, transferees and novatees) of
the THIRD PART;
(Each of the Borrower, the Facility Agent and the Rupee Lenders are hereinafter
collectively referred to as the “Parties” and individually as a “Party”.)
WHEREAS:
In furtherance of the Borrower’s obligations with respect to the financing of the Project,
the Borrower has requested that the Rupee Lenders make available to the Borrower,
financial assistance by way of a rupee term loan, issuance of letter(s) of credit and
issuance of letter(s) of comfort for an aggregate principal amount not exceeding the
amounts mentioned against their respective names in Schedule I hereto, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the Rupee Lenders entering

into this Agreement and other good and valid consideration, the receipt and adequacy of
which are hereby expressly acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION
1.1 Definitions
For the purposes of this Agreement, capitalized terms not otherwise defined in the
body of this Agreement shall have the meanings set forth in herein:
1
OJPL as Borrower ABFL as Facility Agent ABFL as Rupee Lender
ABFL shall mean Aditya Birla Finance Limited.
Abandonment shall mean the cessation of performance of obligations by the

Borrower in respect of the whole or any material part of the Project for a
continuous period of thirty (30) days other than for: (a) any Force Majeure event
or (b) such cessation of performance of obligations is due to any action of the
Governmental Authorities or a court of law for a continuous period of ninety (90)
days. For this purpose, but without limitation to the generality of the foregoing, a
Person shall be regarded as having abandoned the Project if it shall make or fail to
make a decision, or shall take or fail to take any action clearly indicating the
cessation of performance by it of its obligations in respect of the Project for a
continuous period of thirty (30) days other than for (a) any Force Majeure event or
(b) such cessation of performance of obligations is due to any action of the
Governmental Authorities or a court of law for a continuous period of ninety (90)
days. Abandon and Abandoned shall be construed accordingly.
Account Bank shall have the meaning specified in the Trust and Retention
Account Agreement.
Accounts shall have the meaning specified in the Trust and Retention Account
Agreement.
Additional Interest shall have the meaning specified in Section 7.5 (Additional
Interest) of this Agreement.
Advances shall mean the principal amount of each disbursement made to the
Borrower by each Rupee Lender under the Rupee Loan Facility to the maximum
extent of its Rupee Commitment.
Adverse Change shall mean any change which has reasonably had or which is
likely to have a Material Adverse Effect.
Affiliates shall mean in relation to any Party, a Person that controls, is controlled
by or is under the common control of such Party.
Agreement shall mean this agreement and shall include any annexure, recitals,
schedules or exhibits annexed hereto and any novations, amendments and
understandings made to the same by the Parties in writing.
Annual Budget shall have the meaning specified in Section 11.15.1(a)(i) (Annual
Budget and Operating Plan) of this Agreement.
Annual Operating Plan shall have the meaning specified in Section 11.15.2
(Annual Budget and Operating Plan) of this Agreement.
Applicable Exchange Rate shall mean the reference rate quoted by Reserve Bank
of India on the “RBIB” page of Reuters for that date.
2
Applicable Law shall mean any statute, law, regulation, ordinance, rule,
judgment, rule of law, order, decree, clearance, approval, directive, guideline,
policy, requirement, or other governmental restriction or any similar form of
decision, or determination by, or any interpretation or administration of any of the
foregoing by, any statutory or regulatory authority whether in effect as of the date
of this Agreement or thereafter to the extent the same has the force of law and in
each case as amended.
Auditor(s) shall mean such firm of chartered accountants of recognized

international standing acceptable to the Facility Agent, as the Borrower may, with
the consent of the Facility Agent, from time to time appoint as statutory auditors
of the Borrower.
Authorised Officer shall mean with respect to any Person, any officer of such
Person that is authorised to sign on behalf of such Person and at the time being
listed as an authorised officer by the company secretary or other officer acceptable
to the Facility Agent of such Person in the most recent certificate of such company
secretary delivered to the Facility Agent.
Available Commitment shall mean the Unutilized Earmarked Amounts and/or

the Available Rupee Commitment, as the context may require.
Availability Period shall mean:
(a) with respect to the Rupee Loan Facility, the period commencing from the
Initial Drawdown Date until the earliest of:
(i) the date on which the Rupee Loan Facility shall have been
terminated or reduced to zero pursuant to the terms of this
Agreement; or
(ii) the date falling nine (9) months after the COD of the Project unless
otherwise extended by the Facility Agent;
(b) with respect to the LC Facility, the period from the Initial Drawdown Date
until the date falling nine (9) months after the COD of the Project, unless
otherwise extended by the Facility Agent.
Available Rupee Commitment with respect to any Rupee Lender shall mean the
portion of its Rupee Commitment: (a) which has not been disbursed; and (b) no
Drawdown Notice is pending.
Banking Base Case shall mean the projection of revenues and expenses and cash
flows with respect to the Project, mutually agreed to by the Borrower and the
Facility Agent, over a period not shorter than the period ending on the Final
Maturity Date which shall be in substance satisfactory to the Facility Agent. Any
amendments to the Banking Base Case shall also be subject to the satisfaction of
Facility Agent.
3
Base Rate shall mean the base rate determined, from time to time, by each Rupee
Lender determined in accordance with the Master Circular on Interest Rates on
Advances No. RBI/2014-15/65 and as may be substituted, replaced or modified
from time to time.
Beneficiary shall mean the Contractor or any other Person that is a transferee of
the Letter(s) of Credit.
Board shall mean the board of directors of the Borrower appointed pursuant to the
Companies Act.
Business Day(s) shall mean:
(a) in relation to the making of any Drawdown by a Rupee Lender, any day on
which the Rupee Lender is required or authorised by law to be open for
business in the place of its Lending Office; or
(b) in relation to all other matters, days (other than a Saturday or a Sunday) on
which banks are normally open for business in Mumbai.
Care and Maintenance shall mean any transfer of possession or control of the
Project to any Person by the Borrower except in accordance with the provisions of
this Agreement.
Change in Law shall have the same meaning as specified in the PPA.
CIBIL shall mean Credit Information Bureau (India) Limited.
Claimed Amount shall have the meaning specified in Section 4.1.1 (Notice of
Demand).
Clearances shall mean any consent, license, approval, registration, permit or other
authorisation of any nature which is required under Applicable Law to be granted
by any statutory or regulatory authority or any Governmental Authority for the
Project, including:
(a) for the incorporation of the Borrower and fulfilling of its obligations under
the Transaction Documents;
(b) for the enforceability of any Transaction Documents and the making of
any payments contemplated thereunder;
(c) for the construction, operation, and maintenance of the Project; and
(d) for all such other matters as may be necessary in connection with the
Project or the performance of any obligations under any Transaction
Document and shall include the clearances as required by the Facility
Agent and/ or Lenders Independent Engineer and/ or Lenders Counsel,
4
and shall, in any event include the clearances listed out in Schedule V of this
Agreement.
Commercial Operation Date or COD shall mean with respect to the Project, the
actual date on which the Project achieves commercial operation and the PPA has
been signed, as certified by the Lenders Independent Engineer.
Commitment shall mean the aggregate principal amount of Rs. 257,00,00,000

(Rupees Two Hundred Fifty Seven Crores only) as set forth in Part A of Schedule
I of this Agreement.
Companies Act shall mean the Companies Act, 1956, as substituted by the
provisions of the Companies Act, 2013 to the extent notified as having become
effective and any amendment thereto and, wherever applicable, the rules framed
thereunder and any subsequent amendment or re-enactment thereof for the time
being in force.
Consents to Assignment or Direct Agreement(s) shall mean the agreements

entered into between the Borrower, the Security Trustee and any of the
Contractors, Offtaker and Other Counterparties (other than the Sponsors and the
Promoter Fund) for the benefit of the Secured Parties, inter alia in respect of
assignment of the Borrower’s rights under the Project Documents.
Construction Account shall have the meaning specified in the Trust and
Retention Account Agreement.
Construction Budget shall mean the budget reflecting the scope of work,
Contract Price and the timing and amount of all projected payments towards the
Project, as certified by the Lenders Independent Engineer and agreed in writing by
the Rupee Lenders and Facility Agent and submitted by the Borrower to the
Rupee Lenders and the Facility Agent along with the Drawdown Notice for Initial
Drawdown under the Rupee Facility.
Contested in Good Faith shall mean, with respect to the payment of Taxes, the
satisfaction of each of the following conditions: (i) the validity or amount there of
is being diligently contested in good faith by such Person by appropriate
proceedings timely instituted; (ii) such Person has posted a bond or other security
acceptable to the Security Trustee or if not approved by the Secuity Trustee,
establish adequate cash reserves with respect to the contested items; (iii) during
the period of such contest, the enforcement of any contested item is effectively
stayed by a court or tribunal or by operation of law; (iv) neither such Person nor
any of its officers nor any Secured Party or their respective officers is or could
reasonably be expected to become subject to criminal liability or sanction; and (v)
such contest and any resultant failure to pay or discharge the claimed or assessed
amount does not constitute a Material Adverse Effect.
Contracts shall mean the contracts listed in Schedule VI of this Agreement and
the term ‘Contract’ shall mean any one of them.
5
Contract Price shall mean the total price to be paid to the Contractor(s) under any
Contract.
Contractors shall mean each of the counter-parties to any Contract or collectively

all of them, as the case may be.
Cost Overrun shall mean any amounts by which the Project Costs exceeds the
Estimated Project Cost(s) or is likely to exceed in the opinion of the Rupee
Lenders, for any time overrun that has been admitted to by the Borrower.
Provided, if the Borrower has not admitted to any time overrun, the Rupee
Lenders shall have the right to determine a Cost Overrun if a time overrun of forty
five (45) days or more is imminent in view of the Lenders Independent Engineer
and the same has been certified by the Lenders Independent Engineer.
Credit Rating Agency shall mean the domestic credit rating agencies such as
Credit Analysis and Research Limited, CRISIL Limited, FITCH India and ICRA
Limited and international credit rating agencies such as Fitch, Moodys and
Standard & Poor’s and such other credit rating agencies identified and/or
recognized by the RBI from time to time.
Debentures shall include compulsory convertible debentures or optionally

convertible debentures.
Debt shall mean at any time the sum total of all indebtedness of the Borrower.
Debt Recovery Tribunal shall have the meaning specified in the Recovery of
Debts Due to Banks and Financial Institutions Act, 1993.
Debt Service shall mean the principal, interest, Additional Interest, Default
Interest, Fronting Commission, LC Commission, fees, costs, expenses,
indemnities and any other amounts, in each case, payable in respect of the Rupee
Facility.
Debt Service Coverage Ratio or DSCR shall mean, on any date, in respect of
any period, the ratio of (i) is to (ii) below:
(i) The aggregate of (a) Gross Cash Accruals; and (b) interest and any other
financial costs payable to the Rupee Lenders under the Financing
Documents;
(ii) An amount equal to the sum of principal, interest and financing costs
payable to the Rupee Lenders under the Financing Documents,
for that period.
Debt Service Reserve Account shall have the meaning specified in the Trust and
6
Default Interest shall have the meaning as specified in Section 7.4 (Default
Interest) of this Agreement.
Default Rate shall mean 2% (two percent) per annum over the Lending Rate.
Deterioration of Creditworthiness shall mean in relation to the Borrower the

occurrence of any one or more of the events listed below:
(a) downgrade in rating by a Credit Rating Agency;
(b) inclusion of the Borrower and/or any of the directors of the Borrower in
RBI’s wilful defaulters list;
(c) closure of more than fifteen percent (15%) of the Borrower’s operating
capacity for a period longer than sixty (60) days provided it does have a
Material Adverse Effect;
(d) any adverse comment from the Auditor; or
(e) any default by the Borrower or the Sponsors to comply with the terms of
any Financing Document which has a Material Adverse Effect.
Directors shall mean directors on the Borrower’s Board.
Documents shall mean the documents as specified under Letter(s) of Credit

(including the Bills) and drawn up in accordance with the terms of the Letter(s) of
Credit opened under the LC Facility.
Documentary Credit Application(s) shall mean the Borrower’s application(s) to

the Issuing Bank/Issuing Lender, as the case may be, for opening the Letter(s) of
Credit and all supporting documents furnished by the Borrower in respect thereof
to the Issuing Bank/Issuing Lender.
Drawdown(s) shall mean the Initial Drawdown and each subsequent drawdown
of funds under the Rupee Loan Facility by the Borrower or issuance of the Letter
of Credit / Letter of Comfort under this Agreement, until the end of the
Availability Period.
Drawdown Date shall mean the date of each Drawdown.
Drawdown Notice shall mean the certificate to be provided by the Borrower to

the Facility Agent in the form set out in Exhibit 2 of this Agreement duly
completed and in substance satisfactory to the Facility Agent itemizing in detail
the use of the Drawdown proceeds in accordance with the terms and conditions of
this Agreement.
Drawdown Schedule shall have the same meaning as specified in Section 5.1.2
(Availability) of this Agreement.
7
Drawstop Notice shall have the same meaning as specified in Section 5.5.2
(Drawstop Notice) of this Agreement.
Due Date shall mean, in respect of:
(a) Repayment Instalments, the date on which the Repayment Instalment falls
due as stipulated in Schedule IV (Repayment Schedule);
(b) Interest, the Interest Payment Date; and
(c) any other amount payable under the Financing Documents, the date on
which such amount falls due in terms of the Financing Documents.
Earmarked Amount with respect to any Rupee Lender shall mean the amount set
out against its name in Part B of Schedule I as may be reduced by an amount
equivalent to the amount of Drawdown in accordance with Section 3
(Disbursements by way of Letter of Credit).
EPC Contract(s) shall have the meaning specified in Part A of Schedule VI of

this Agreement.
EPC Contractor shall mean any of Suzlon Gujarat Wind Park Limited, Suzlon
Energy Limited or Suzlon Power Infrastructure Limited.
Equity shall mean the issued and subscribed and fully paid up share capital of the
Borrower and the Shareholder Loan.
Equity Interest shall mean the extent of the Required Equity of the Borrower
subscribed to by the Sponsors.
Equity Shares shall mean fully paid-up equity shares of par value of Rs. 10/-
(Rupees Ten only) each in the Borrower.
Estimated Project Cost(s) shall mean the estimated costs of the Project as set
forth in Schedule III of this Agreement, as certified by the Lenders Independent
Engineer.
Event of Default shall have the meaning specified in Section 13.1 (Events of
Default) of this Agreement.
Facility Agent shall mean Aditya Birla Finance Limited as appointed under this
Agreement.
Financial Close shall mean the date on which each Financing Document has been
duly executed and unless otherwise waived each condition precedent to
Drawdown under the Financing Documents have been fulfilled or waived to the
satisfaction of the Facility Agent.
8
Final Completion shall mean the date on which the following requirements have
been satisfied:
(a) the Project has successfully completed all works and is capable of
operating commercially; and
(b) final acceptance under the EPC Contracts has occurred and COD of the
Project has occurred;
(c) the Lenders Independent Engineer certifies that the Scope of Work has
been completed and all Clearances required to construct and operate the
Project have been obtained; and
(d) (A) the Borrower has delivered to the Facility Agent a completion
certificate in such form as may be agreed upon by the parties hereto (the
“Borrower Completion Certificate”), signed by an Authorised Officer of
the Borrower, certifying that the requirements set forth in sub-sections (a),
(b) and (c) above have been satisfied, and (B) the Lenders Independent
Engineer has countersigned the Borrower Completion Certificate
confirming that the requirements set forth in sub-section (a), (b) and (c)
above have been satisfied.
Final Maturity Date shall mean the last of the Maturity Date of the Rupee Loan
Facility.
Final Settlement Date shall mean the date on which all Obligations have been
irrevocably and unconditionally paid and discharged in full to the satisfaction of
the Rupee Lenders.
Financial Covenants shall have the meaning set in Section 11.3 (Financial
Covenants) of the Agreement.
Financing Documents shall mean:
(a) this Agreement;
(b) the Security Trustee Agreement;
(c) the Facility Agent Agreement;
(d) the Trust and Retention Account Agreement;
(e) the Sponsor Support Agreement;
(f) the Promoter Fund Undertaking;
(g) the Intercreditor Agreement, if any;
(h) the Security Documents;
9
(i) the Consents to Assignment; and
(j) any other agreement or document which the Facility Agent or the Rupee
Lenders designate as a Financing Document.
Financing Plan shall mean the base case financial plan as set out in Schedule II
of this Agreement.
First Repayment Date shall mean September 30, 2016 and as may be amended in
accordance with this Agreement.
Fiscal Quarter shall mean each calendar quarter commencing from April 1 to
June 30, July 1 to September 30, October 1 to December 31 and January 1 to
March 31 of each Fiscal Year.
Fiscal Year shall mean the accounting period commencing from April 1st of each
year till March 31st of next year.
Fixed Assets shall mean the fixed assets of the Borrower as described in the latest
financial statements or, as the context requires, the net book value of such assets
(excluding revaluation) as set out in the original financial statements of the
Borrower.
Fixed Asset Coverage Ratio shall mean the ratio of Fixed Assets to Secured
Borrowings.
Force Majeure shall mean an event of force majeure as defined in the EPC
Contracts, O&M Contract and the PPA.
Fronting Commission shall have the meaning given in Section 3.4.1 (Charges).
GOI shall mean the Government of India.
Goods shall mean goods described in the Documentary Credit Application.
Government or GOR shall mean the Government of the State of Rajasthan or

any successor entity assuming the obligations of the Government of State of
Rajasthan in relation to the Project, as the case may be.
Governmental Authority shall mean the GOI, Government or the government of

any other state of India or any ministry, department, board, authority,
instrumentality, agency, corporation (to the extent acting in a legislative, judicial
or administrative capacity and not as a contracting party with the Borrower) or
regulatory body exercising statutory powers under any Applicable Law under the
direct or indirect control of the GOI or the Government, or any court, tribunal or
judicial body within India.
Gross Cash Accruals shall include the profit after tax further adjusted for non
cash items including without limitation depreciation, etc.
10
HUDCO shall mean Housing and Urban Development Corporation Limited.
ICC Uniform Customs & Practices for Documentary Credits shall mean the
Uniform Customs and Practice for Documentary Credits (UCP-600) issued by the
International Chamber of Commerce.
IIFCL shall mean India Infrastructure Finance Company Limited.
Indian GAAP shall mean generally accepted accounting principles in India, as in

effect from time to time.
Initial Drawdown shall mean the first Drawdown by the Borrower in accordance
with the terms and conditions of this Agreement.
Initial Drawdown Date shall mean date of the Initial Drawdown.
Insurance Contract(s) shall mean the insurance contracts and policies required to
be obtained by the Borrower as specified in Schedule VIII, in relation to the
Project, any substitutes therefor and any additional insurance contracts or policies
required under any of the Transaction Documents.
Intellectual Property shall mean all patents, patent applications, trademarks,

permits, service marks, brands, trade names, trade secrets, proprietary information
and knowledge, technology, computer programs, databases, copyrights, licenses,
franchises, formulae, designs, rights of confidential information and all other
intellectual property.
Intellectual Property Rights shall mean all rights, title, benefit and interest in
relation to Intellectual Property anywhere in the world (whether registered or not
and including all applications for the same) in relation to Intellectual Property.
Intercreditor Agreement shall mean the agreement to be entered into amongst

the Rupee Lenders, the Issuing Bank, the Facility Agent and the Security Trustee
and as may be novated, amended and restated or otherwise modified and in effect
from time to time.
Interest Payment Date shall mean at any relevant time for each Rupee Lender,
and in relation to each Loan, the last day of each month falling after the date of
first Drawdown of that Rupee Lender, when interest is payable by the Borrower in
terms of this Agreement.
Interest Period shall mean each 1 (one) month period beginning on the Interest
Payment Date and ending on the day immediately before the next following
Interest Payment Date, except in the case of the 1st (first) period applicable to each
Drawdown, in which case it shall mean the period beginning on the date on which
that Drawdown is made and ending on the day immediately preceding the next
following Interest Payment Date.
11
Interest Reset Date shall mean each date on which interest is reset, in the manner
specified against the name of such Rupee Lender in Column 8 (Interest Reset
Date) of Part A of Schedule I.
Interest Tax shall mean any tax, fees or other statutory levy payable by the Rupee
Lenders which is levied on any payments in the nature of interest (howsoever the
same may be described including but not limited to penalties and damages) or any
other statutory levy on interest payment but shall not include any tax on income of
the Rupee Lenders.
Interim Facility shall mean the financial assistance not exceeding Rs.
90,00,00,000 (Rupees Ninety Crores) availed or to be availed by the Borrower
from banks, financial institutions or any other Person prior to Financial Close for
the purpose of part financing the Project Cost.
IREDA shall mean Indian Renewable Energy Development Agency Limited.
Issuing Bank shall mean any bank or Rupee Lender (other than ABFL) issuing a
Letter of Credit upon receipt of the Letter(s) of Comfort in accordance with a LC
Interest Notice from the Participating Lenders pro rata to their Unutilized
Earmarked Amount in accordance with Section 3.1.1 (Letter(s) of Credit).
Issuing Lender shall mean any Rupee Lender who has issued a Letter of Credit in
accordance with Section 3.1.2 (Letter(s) of Credit).
LC Commission shall have the meaning given in Section 3.4.1 (Charges).
LC Commission Payment Date shall mean the date of the opening of a Letter of
Credit.
LC Commission Period shall mean in respect of a Letter of Credit at the time of

issue of the Letter of Credit, the period commencing from the date of issue of that
Letter of Credit and ending on (and excluding) the next following LC Commission
Payment Date.
LC Interest Notice shall have the meaning given in Section 3.1.1 (Letter(s) of
Credit) and will be in the form set out in Exhibit 6.
LC Value shall, with respect to an LC, mean the face value of that Letter of
Credit.
LC Facility shall have the meaning set out in Section 2.1.2 (The Rupee Facility)
hereof.
Lead Lender shall mean the Rupee Lender who has disbursed the greatest
amount of Loans to the Borrower.
Lease Deed shall mean the lease deed entered into between Suzlon Gujarat Wind
Park Limited and the Governor of Rajasthan, pursuant to which Suzlon Gujarat
12
Wind Park Limited has acquired leasehold interest over the Project Site.
Legal Proceeding(s) shall mean any litigation, judicial, quasi-judicial,

administrative, arbitral proceeding or proceedings before any Governmental
Authority or any court or tribunal.
Lenders Counsel shall mean:
(a) Amarchand & Mangaldas & Suresh A. Shroff & Co., Mumbai as the
Indian legal counsels to the Rupee Lenders and the Facility Agent and
appointed by the Rupee Lenders and the Facility Agent;
(b) The English and Mauritius legal counsel to the Rupee Lenders and Facility
Agent as appointed by the Rupee Lenders; and
(c) Any other legal counsel that may be appointed by the Facility Agent
and/or the Rupee Lenders including any replacement therefor.
Lenders Independent Engineer shall mean any entity acting as the lenders
engineer, acceptable to the Facility Agent and engaged by the Rupee Lenders and
any replacement therefor satisfactory to the Rupee Lenders.
Lenders Insurance Advisor shall mean Aditya Birla Insurance Brokers Limited
or any other entity, acting as the lenders insurance advisor, acceptable to the
Facility Agent and engaged by the Rupee Lenders and any replacement therefor
satisfactory to the Rupee Lenders.
Lending Office shall mean:
(a) with respect to the Rupee Lenders, the office of the Rupee Lenders as set
out in Schedule I of this Agreement or such other office as the Rupee
Lenders may from time to time specify as such to the Borrower; and
(b) with respect to the Facility Agent shall mean the office of the Facility
Agent as set out below:
Address: Aditya Birla Finance Limited

One Indiabulls Center, Tower 1,
18th Floor, Jupiter Mill Compound,
841, Senapati Bapat Marg,
Elphinstone Road, Mumbai 400 013,
or such other office as the Facility Agent may from time to time specify as
such to the Borrower.
Lending Confirmation Notice shall have the meaning given to it in Section

5.5.1(b) of this Agreement.
13
Lending Rate, with respect to each Rupee Lender, shall mean the lending rate as
specified against its name in Part A of Schedule I or the Reset Interest Rate (as the
case may be) which shall be the aggregate of the Specified Base Rate and the
Spread.
Lessor shall mean Rajasthan Rural Energy Corporation Limited and its
successors, assigns, transferees and novatees.
Letter of Comfort shall mean, with respect to each Participating Lender, in

relation to each LC, the letter of comfort, in the form set out in Exhibit 5 (or such
other form as may be acceptable to the Issuing Bank including corporate
guarantee(s)), issued by such Participating Lender to the Issuing Bank committing
unconditionally and irrevocably, to reimburse the Issuing Bank an amount of its
Participating Interest in such LC.
Letter of Credit or LC shall mean inland letter(s) of credit usance or sight,

issued by the Issuing Bank for a maximum tenor of seven (7) months, in
accordance with this Agreement and the Financing Documents in a manner
satisfactory to the Issuing Bank/Issuing Lender, in favour of the Contractors).
LIC shall mean Life Insurance Corporation of India.
Liquidated Damages shall mean liquidated damages due and payable under the
various Project Documents actually allowed after settlement of all disputes and
considering the claims of all counterparties thereto.
Loan shall mean the aggregate of all Advances by the Rupee Lenders to the
Borrower under this Agreement to the maximum extent of the Commitment or (as
the context requires) so much thereof as may be outstanding from time to time.
Loss Proceeds shall mean any insurance proceeds (after payment of costs of
collection and Drawdowns incurred by the Security Trustee and the Facility
Agent) received by the Security Trustee arising from any claim under the
Insurance Contracts.
Management shall mean the Persons appointed by the Borrower to operate and
manage the business and operations of the Borrower.
Material Adverse Effect shall mean the effect or consequence of an event,

circumstance, occurrence or condition which has caused, as of any date of
determination, or could reasonably be concluded to cause a material and adverse
effect on:
(a) the financial condition, business or operation of the Borrower or any Other
Counterparties;
(b) the ability of the Borrower to perform its obligations under the Financing
Documents or any Project Documents, or the ability of any of the Other
Counterparties, the Offtaker and the Contractors (other than the Borrower)
14
to perform its obligations under the Transaction Documents;
(c) the ability of the Borrower to exercise or enforce any right, benefit,
privilege or remedy under any Project Document or approvals for the
Project;
(d) the ability of the Borrower or any Other Counterparties, the Offtaker and
the Contractors to comply in all respects with the terms or conditions of
any approvals for the Project;
(e) the validity or enforceability of any of the Financing Documents

(including the ability of any Secured Party to enforce any of its remedies
under any thereof), the Project Documents or the approvals for the Project;
(f) the Project; or
(g) the Secured Parties’ ability to benefit from the assignment of the
Borrower’s right of possession in respect of the Project,
which adverse effect, in the case of any such event, circumstance, occurrence or
condition which has already occurred as of such date of determination, remains in
effect or has not otherwise been fully remedied or alleviated as of such date.
Maturity Date for the Loan shall mean March 31, 2029.
Memorandum and Articles of Association shall mean the memorandum and

articles of association of the Borrower as may be amended from time to time.
Nominee Director shall mean the director(s) appointed by the Rupee Lenders on
the Board pursuant to this Agreement.
Notice of Conversion shall have the meaning specified in Section 13.2 (k)
(Consequences of Event of Default) of this Agreement.
Novation Deed shall have the meaning specified in Section 16.8.3 (Novation and
Participation) of this Agreement.
Obligations shall mean all amounts owed to any Secured Party by the Borrower
pursuant to the terms of the Financing Documents (whether or not such amounts
are due and payable), including without limitation:
(a) the principal of and interest on the Rupee Loan Facility, LC Facility,
Fronting Commission, LC Commission and all other obligations and
liabilities of the Borrower, including indemnities, expenses, fees and
interest, incurred under, arising out of or in connection with such
Financing Document;
(b) any and all sums advanced by the Facility Agent and the Security Trustee
in order to preserve the Security or preserve their Security Interest in the
15
Security; and
(c) in the event of any proceeding for the collection or enforcement of the
Obligations, after an Event of Default shall have occurred and be
continuing, the expenses of retaking, holding, preparing for sale or lease,
selling or otherwise disposing of or realizing the Security, or of any
exercise of the Facility Agent and the Security Trustee of its right under
the Security Documents, together with legal fees and court costs.
Offtaker shall mean the Person who shall execute the PPA for offtake of
electricity generated by the Project under the PPA or such other entity that
assumes the obligations of such Person under the PPA.
Operating Budget shall have the meaning specified in the Trust and Retention
Account Agreement.
Operating Year shall mean the period beginning on the Commercial Operation
Date of the Project and ending at 00:00 hours on the first of the next following
April and each subsequent period beginning at 00:00 hours on the first of April
and ending at 00:00 hours on the first of April of the following year.
Operation and Maintenance Costs shall have the meaning specified in the Trust
and Retention Account Agreement.
Other Counterparties shall mean the parties (other than the Borrower, the
Secured Parties, the Offtaker and the Contractors) who have entered into the
Transaction Documents.
Outstanding Due Amounts shall mean, on a particular day, the amount

outstanding in relation to any Loan on that day.
Panel of Arbitrators shall mean the following persons:
(a) Justice K.N. Singh (Retd.), former Chief Justice of India;
(b) Justice Deepak Verma (Retd.), retired Judge, Supreme Court of India;
(c) Justice H.R. Malhotra (Retd.), retired Judge, Delhi High Court;
(d) Justice Usha Mehra (Retd.), retired Judge, Delhi High Court; and
(e) Justice R. C. Chopra (Retd.). retired Judge, Delhi High Court.
Participating Interest shall mean with respect to any LC and with respect to a
Participating Lender, the share of credit risk of that Participating Lender out of the
total Unutilized Earmarked Amount in that LC as notified by the Facility Agent in
the LC Interest Notice.
16
Participating Lender shall mean the Rupee Lenders who have an Earmarked
Amount and who on the issuance of the LC Interest Notice by the Facility Agent
have issued Letter(s) of Comfort in favour of the Issuing Bank.
Payment Date shall mean the date on which payment in respect of the Claimed
Amount is required to be made in terms of the Letter(s) of Credit.
Permitted Disposal shall mean any sale, disposal, lease or other transfer of any
property or assets which are:
(a) for an amount not exceeding Rs. 3,00,00,000 (Rupees Three Crores Only)
of book value of such assets per Financial Year;
(b) required or permitted under any Financing Document; or
(c) to the extent permitted by the Rupee Lenders, a sale or other disposal of
equipment which based on the advice of the Lenders Independent Engineer
and in the opinion of the Rupee Lenders/Facility Agent is either:
(A) uneconomic or obsolete;
(B) no longer used or useful; or
(C) at the end of its useful life; and
(d) in respect of (A), (B) and (C) above, which, if required, is replaced by
other equipment of equal or greater value and utility based on the advice of
the Lenders Independent Engineer and with the consent of the Rupee
Lenders and the Facility Agent and secured in favour of the Secured
Parties.
Permitted Indebtedness shall mean:
(a) the Rupee Facility and such other indebtedness which the Borrower may
incur as per the Financing Plan approved by the Facility Agent and the
Rupee Lenders and any other indebtedness under the Financing
Documents;
(b) the Working Capital Facilities;
(c) the Interim Facilities;
(d) financial obligations arising under the Transaction Documents and not
occurring as a result of a default by the Borrower of its obligations
thereunder;
(e) any subordinated indebtedness which the Borrower avails from the
Sponsors; and
17
(f) any trade credit incurred under the Annual Budget.
Permitted Investment(s) shall mean the investments (including encashment, re-

investment and change in investment) which may be made out of the amounts
retained in the Accounts opened under this Agreement expected to remain idle, by
the Account Bank, upon the specific instruction of the Borrower and in
accordance with the provisions of the Trust and Retention Account Agreement, so
long as no notice of an Event of Default has been given by the Lender(s) in any of
the following:
(a) treasury bills or debt instruments by the GOI or backed by a full GOI
guarantee;
(b) bonds or certificates of deposits issued by public financial institutions

having not less than an AA+ rating;
(c) deposits with or certificates of deposits issued by scheduled commercial

banks having not less than an AAA rating, money market and debt-based
mutual funds having not less than an AAA rating;
(d) short term commercial paper rated by a generally accepted rating agency
and having not less than a P1 rating, as may be acceptable to the Facility
Agent; and
(e) any other investment which the Facility Agent may approve of in writing.
In the case of ratings referred to in paragraphs (ii), (iii) and (v) above, the rating
agency shall be Credit Rating and Information Services India Limited or ICRA
Limited or Credit Analysis and Research Limited or any other Credit Rating
Agency acceptable to the Lenders.
Permitted Security Interest shall mean the following:
(a) the Security Interests, charges and other liens created in favour of or for
the benefit of the Rupee Lenders to secure the Rupee Facility pursuant to
the Financing Documents;
(b) any security created or to be created to secure any Working Capital

Facilities for the Project;
(c) any unpaid vendors’ lien arising under the Project Documents and not
occurring as a result of a default by the Borrower of its obligations
thereunder; and
(d) any Security Interest otherwise permitted under the terms of the Financing
Documents.
Person shall mean any individual, corporation, partnership, (including, without

limitation, association), joint stock company, trust, unincorporated organization or
18
Governmental Authority or political subdivision thereof, international
organization, agency or authority (in each case, whether or not having separate
legal personality) and shall include their respective successors and assigns and in
case of an individual shall include his legal representatives, administrators,
executors and heirs and in case of a trust shall include the trustee or the trustees
for the time being.
PFC shall mean Power Finance Corporation.
Potential Event of Default shall mean an event, which with the giving of notice,
lapse of time, determination of materiality, or fulfillment of any other applicable
condition or any combination of the foregoing or otherwise, would constitute an
Event of Default.
Power Purchase Agreement or PPA shall mean the Power Purchase Agreement
to be entered into on or prior to COD between the Borrower and the Offtaker for
sale of 50.4 MW of power generated from the Project, as amended, assigned and
novated and in effect from time to time.
Preference Shares shall mean fully paid-up preference shares issued by the
Borrower in accordance with the terms and conditions of this Agreement and shall
include compulsorily convertible preference shares or optionally convertible
preference shares.
Prepayment Premium shall mean premium payable by the Borrower to a Rupee

Lender in respect of any prepayment(s) made in accordance with the terms and
conditions of this Agreement, calculated as:
(a) 1% (one per cent) of the amount prepaid within the first two (2) years from
the date of Financial Close;
(b) 0.75% (zero point seven five per cent) of the amount prepaid after two (2)
years from the date of Financial Close but prior to three (3) years from the
date of Financial Close; and
(c) 0.50% (zero point five zero per cent) of the amount prepaid three (3) years
after the date of Financial Close.
Proceedings shall have the same meaning as specified in Section 16.14.1

(Jurisdiction) of this Agreement.
Project shall mean the development, design, procurement, ownership,

construction, commissioning, operation and maintenance by the Borrower of a
50.4 MW wind farm at Tejuva Site, District Jaisalmer, State of Rajasthan.
Project Costs shall mean all the actual costs incurred or to be incurred by the
Borrower to develop, finance, construct, implement and operate the Project and all
costs required to be incurred till the Final Completion is achieved.
19
Project Debt on any date on which a calculation is made, shall mean the total
outstanding indebtedness of the Borrower in relation to the Project in the form of
long-term loans including the Rupee Facility but excluding any monies advanced
by the Sponsors and Promoter Fund towards the Project.
Project Documents shall mean the following:
(a) Contracts;
(b) PPA;
(c) Insurance policies procured by the Borrower providing for insurance

required by the Transaction Documents;
(d) Documents reflecting the Borrower’s ownership/ title in respect of the site
of the Project, Borrower’s title to the fixed assets, easements, water rights
and other documents analogous to the above;
(e) Any bonds, letter(s) of credit (other than the LCs issued under this
Agreement) or performance or other guarantees, consent agreements, side
letters under (i) to (iv) above;
(f) Any other agreements, documents or instruments entered into by the

Borrower or by any Person in its favour in respect of the development,
construction, design. procurement, operation, maintenance and ownership
of the Project or management and control of the Project and designated as
Project Documents by the Facility Agent and each such Project Document
as amended from time to time. However provided that designation of an
agreement, document or instrument as a Project Document to which the
Borrower is not a party to shall be done in concurrence with the Borrower
(subject to such concurrence not being unreasonably withheld); and
(g) O&M Contract.
Project Proceeds shall have the meaning specified in the Trust and Retention
Account Agreement.
Project Progress Report shall mean the quarterly progress report of the Project
(both physical as well as financial) to be provided by the Borrower and confirmed
and verified by the Lenders Independent Engineer inter alia stating matters
specified in Section 11.27 (Project Progress Reports and use of Proceeds) of this
Agreement.
Project Schedule shall mean the construction schedule of the Project as submitted
by the Borrower to the Facility Agent, in accordance with the Banking Base Case
and as accepted by the Facility Agent in writing and as may be amended from
time to time with the consent of the Facility Agent.
20
Project Site shall mean and include land located at Villages Habur, Isaniyon ki
basti and Madhaniyo ki Dhani, District Jaisalmer, Rajasthan, admeasuring
approximately two lakh seventy four thousand seven hundred and seventy six
(2,74,776) square meters of land as certified by the Lenders Independent Engineer
or such area of land as may be certified by the Lenders Independent Engineer to
be sufficient for setting up the Project at Jaisalmer, State of Rajasthan where the
Project is to be set up by the Borrower.
Promoter Fund shall mean Actis Energy 3 LP, a fund bearing registration
number LP 15193 and having its registered address at 2 More London Riverside,
London, SE1 2JT, United Kingdom.
Promoter Fund Support shall have the meaning set forth in the Promoter Fund
Agreement.
Promoter Fund Undertaking shall mean the undertaking issued by the Promoter
Fund to the Security Trustee pursuant to which the Promoter Fund inter alia
agrees to provide the Promoter Fund Support and as may be novated, amended
and restated or otherwise modified and in effect from time to time.
RBI shall mean Reserve Bank India.
REC shall mean Rural Electrification Corporation Limited.
Receiving Bank shall have the meaning specified in Section 4.3.3 (Distribution of
Dues Received and Costs amongst the Rupee Lenders).
Relevant Period Amount shall have the meaning given to it in Section 5.2
(Drawdown Schedule).
Reliance Capital shall mean Reliance Capital, part of the Anil Dhirubhai Ambani
Group, with registered office at 'H' Block, 1st Floor, Dhirubhai Ambani
Knowledge City, Navi Mumbai - 400 710.
Repayment Date shall mean each date on which a Repayment Instalment shall be
paid in accordance with the Repayment Schedule.
Repayment Instalment shall have the same meaning as set forth in Section 8.1.1
(Repayment Mechanism) of this Agreement.
Repayment Schedule shall mean the repayment schedule as set out in Schedule
IV (Repayment Schedule) of this Agreement or as may be amended by the Facility
Agent and the Borrower inter alia based on the COD.
Required Equity shall mean equity share capital of the Borrower or Shareholder
Loan aggregating to Rs. 110,00,00,000 (Rupees One Hundred Ten Crores only).
21
Restricted Payments shall mean:
(a) the authorisation, declaration or payment of any dividends (either in cash

or property) or distributions or return of equity;
(b) payment of interest on Shareholder Loan at a rate not higher than 2% (two
percent) above the Lending Rate;
(c) redemption, retirement, purchase or other acquisition, directly or indirectly

of any shares of any class of its equity interests now or hereafter
outstanding (or any options or warrants issued by the Borrower with
respect to its equity interests) which would result in a Project Debt to
Equity ratio higher than 70:30; or
(d) prepayment or redemption for value, any indebtedness of the Borrower

prior to the scheduled maturity of such indebtedness, except to the extent
permitted under the Financing Documents.
RREC shall mean Rajasthan Renewable Energy Corporation Limited.
Rupee or Rs. shall mean the lawful currency of India.
Rupee Facility shall mean, collectively, the Rupee Loan Facility and the LC
Facility.
Rupee Loan Facility shall have the meaning set out in Section 2.1.1 (The Rupee
Facility) hereof.
Rupee Lenders shall mean the lenders advancing the Rupee Facility as listed in
Schedule I of this Agreement.
Rupee Loan shall mean, in respect of each Rupee Lender, the aggregate amount
of monies advanced by each Rupee Lender to the Borrower under this Agreement
to the maximum extent of its Rupee Commitment or (as the context requires) so
much thereof as may be outstanding from time to time and Rupee Loans shall
mean the aggregate of the Rupee Loan advanced by all the Rupee Lenders.
Rupee Commitment shall mean the amounts set forth in Rupees against the name
of each Rupee Lender in the third column of Part A of Schedule I, subject to any
decrease of such amounts on account of any cancellation or reduction under this
Agreement.
Scheduled Project COD shall mean May 31, 2015 or any other date as may be
extended by the Rupee Lenders.
Scope of Work shall have the meaning specified in the Contract(s).
Secured Borrowings shall mean indebtedness secured by way of a first charge on

the Fixed Assets.
22
Secured Party or Secured Parties shall mean the Rupee Lenders, the Facility
Agent and the Security Trustee.
Security shall have the meaning specified in Section 11.26 (Security) of this
Agreement.
Security Documents shall mean and include without limitation, any documents
entered into or executed by the Borrower or any other Person for creating and
perfecting the Security, including any:
(a) deed(s) of mortgage;
(b) deed(s) of hypothecation;
(c) deed(s) of assignment (if required);
(d) pledge agreement(s);
(e) power(s) of attorney;
(f) Consent(s) to Assignment/Direct Agreement(s);
(g) all documents, deeds, power of attorney(s), etc. required by the Rupee
Lenders, or entered into or executed by the Borrower or any other Person
for creating and perfecting the Security; and
(h) any other document designated as a Security Document by the Rupee

Lenders and the Facility Agent.
Security Interest shall mean any mortgage, pledge, hypothecation, assignment,

deposit arrangement, encumbrance, lien (statutory or other), preference, priority or
other security agreement of any kind or nature whatsoever including, without
limitation, (i) any conditional sale or other title retention agreement, any financing
or similar statement or notice filed under any recording or notice statute, and any
lease having substantially the same effect as any of the foregoing, and (ii) any
designation of loss payees or beneficiaries or any similar arrangement under any
Insurance Contract.
Security Trustee shall mean IL&FS Trust Company Limited or any person
acceptable to the Rupee Lenders appointed or to be appointed as a security trustee
for the Rupee Lenders under the Security Trustee Agreement or any successor.
Security Trustee Agreement shall mean the security trustee agreement entered
into or to be entered into between, inter alia, the Borrower, the Security Trustee
and the Rupee Lenders and as may be extended, amended and restated or
otherwise modified and in effect from time to time.
Shareholder Loan shall mean any indebtedness (including, for the avoidance of
doubt, any Debentures or Preference Shares issued by the Borrower to the
23
Sponsors or Promoter Fund) that is owed by the Borrower to the Sponsors or
Promoter Fund and which is subordinated to all amounts owing to the Secured
Parties under the Financing Documents till the Final Maturity Date.
Shares shall collectively mean the Equity Shares and Preference Shares.
Specified Base Rate shall mean the fully floating Base Rate of a Rupee Lender
that is mutually agreed between ABFL and the Borrower to be the Base Rate
applicable to all Rupee Lenders in the determination of the Lending Rate.
Sponsors shall mean collectively Sponsor 1 and Sponsor 2 and Sponsor shall
mean any one of the Sponsors. For avoidance of doubt: (a) prior to Sponsor
Transfer Date references to Sponsors shall imply a reference to Sponsor 1; and (b)
on or after the Sponsor Transfer Date references to Sponsors shall imply a
reference to Sponsor 2.
Sponsor 1 shall mean Ostro Renewable Power Limited, a company incorporated

under the laws of Mauritius having its registered address at Les Cascades, Edith
Cavell Street, Port Louis, Republic of Mauritius.
Sponsor 2 shall mean Ostro Energy Private Limited, a company registered under
the Companies Act with corporate identification number
U40108PN2014PTC151458 having its registered address at Plot No. 33A, SR.
1698A, Shivaji Nagar, Flat No. 4, NR Bhavakar BH, Pune, Maharashtra.
Sponsor Support shall have the meaning given to it in the Sponsor Support
Agreement.
Sponsor Support Agreement shall mean the agreement entered into inter alia
between the Borrower, the Sponsor 1, Sponsor 2 and the Security Trustee pursuant
to which the Sponsor 1 till the Sponsor Transfer Date and Sponsor 2 from the
Sponsor Transfer Date till the Final Settlement Date inter alia agrees to provide
the Sponsor Support and as may be novated, amended and restated or otherwise
modified and in effect from time to time.
Sponsor Transfer Date shall mean the date when the entire shareholding of the
Sponsor 1 in the Borrower is transferred by Sponsor 1 to Sponsor 2 as approved
by the Facility Agent.
Spread shall mean the markup above or below the Specified Base Rate as set out
in Part A of Schedule I and as may be reset by the Rupee Lenders on each Interest
Reset Date.
SREI Group shall mean SREI Infrastructure Finance Limited, a company

incorporated under the Companies Act, having its registered office at
Vishwakarma, 86C, Topsia Road (South), Kolkata, West Bengal, its Affiliates and
entities promoted by Mr. Hemant Kanoria.
24
Suzlon Energy Limited shall mean a company registered under the Companies
Act with corporate identification number L40100GJ1995PLC025447 and having
its registered address at Suzlon 5, Shrimal Society, near Shri Krishna Complex,
navrangpura, Ahmedabad, Gujarat.
Suzlon Power Infrastructure Limited shall mean a company registered under

the Companies Act with corporate identification number
nd
U45203TZ2004PLC011180 and having its registered address at 108, 2 Floor,
Srivari Gokul Tower, Race Course Road, Coimbatore, Tamil Nadu.
Suzlon Wind Park Limited shall mean a company registered under the
Companies Act with corporate identification number U40108GJ2004PLC044409
and having its registered address at Suzlon 5, Shrimal Society near Shri Krishna
Complex, Navrangpura, Ahmedabad, Gujarat.
Tamil Nadu Property shall mean the parcel of land owned or to be purchased by
the Borrower in the state of Tamil Nadu, India.
Taxes shall mean any and all present and future taxes, including without
limitation, gross receipts, sales, turn-over, value added, use consumption,
property, income, franchise, capital, occupational, license, excise, interest and
documentary stamps taxes, and customs and other duties, assessments, or fees,
however imposed, withheld, levied, or assessed by any country or government
subdivision thereof or any other taxing authority.
Total Condemnation Event shall mean any compulsory transfer or taking of all
or substantially all of the Project or equity interests in the Borrower by
Governmental Authority.
Transaction Documents shall mean each and all of the Project Documents and
Financing Documents executed or entered into, or to be executed or entered into,
by the Borrower or as the case may be, any other Person.
Transmission Line shall mean the 31.5 Km (thirty one and half kilometres) long
220 Kv (two hundred twenty kilovolts) overhead transmission line to be built by
the Borrower from the Wind Farm to the proposed pooling substation at Tejuva
and from Tejuva to Ramgarh.
Trust and Retention Account Agreement shall mean the agreement entered into
or to be entered into between the Borrower, the Security Trustee, the Facility
Agent and the Account Bank for the purpose of specifying the priority cash flow
and utilization of proceeds of the Project in the form and manner acceptable to the
Rupee Lenders, the Borrower and the Security Trustee and as may be novated,
amended and restated.
Unutilized Earmarked Amount with respect to a Rupee Lender shall mean its
Earmarked Amount less the sum of all its Participating Interests in all the LCs
and/or any LC’s issued individually by any Issuing Lender and any Drawdown in
accordance with Section 3.1 (Letter(s) of Credit) of this Agreement.
25
Unsatisfied CP Notice shall have the meaning specified in Section 5.5.1(a)(iii)
(Procedure for Drawdowns) of this Agreement.
Upfront Equity shall mean one hundred percent (100%) of the Required Equity
which is required to be contributed upfront by the Sponsors as specified in Section
9.2.22 (Certificates) of this Agreement.
USD or US Dollar shall mean the lawful currency of the United States of
America.
Wind Farm shall mean equipment, machinery, apparatus, materials, articles,

drawings, designs, plans and things of all kinds to be erected, installed and
commissioned by the Contractor(s).
Working Capital Facilities shall mean the credit facilities not exceeding Rs.
30,00,00,000 (Rupees Thirty Crores) to be made available to the Borrower by the
Working Capital Lenders.
Working Capital Lenders shall mean the lenders from whom the Borrower
avails/has availed fund-based Working Capital Facilities for the Project.
WTG shall mean wind turbine generator.
1.2 Principles of Construction
In this Agreement:
(a) reference to an Account includes a reference to any sub-account of that

Account;
(b) reference to an “amendment” includes a supplement, modification,

novation, replacement or re-enactment and “amended” is to be construed
accordingly;
(c) a reference to “assets” include all properties whatsoever both present and
future, (whether tangible, intangible or otherwise) (including Intellectual
Property and Intellectual Property Rights), investments, cash-flows,
revenues, rights, benefits, interests and title of every description;
(d) a reference to “authorizations” includes an authorisation, consent,

Clearance, approval, permission, resolution, license, exemption, filing and
registration;
(e) a reference to “control” includes the power to direct the management and
policies of an entity, whether through the ownership of voting capital, by
contract or otherwise;
(f) a reference to “indebtedness” includes any obligation (whether incurred

as principal or as surety) for the payment or repayment of money, whether
26
present or future, actual or contingent;
(g) unless the context otherwise requires, the singular includes the plural and
vice versa;
(h) the words “hereof”, “herein”, and “hereto” and words of similar import
when used with reference to a specific Section in, or Schedule to, this
Agreement shall refer to such Section in, or Schedule to, the Agreements
and when used otherwise than in connection with specific Sections or
Schedules, shall refer to the Agreement as a whole;
(i) headings and the use of bold typeface shall be ignored in its construction;
(j) a reference to a Section or Schedule is, unless indicated to the contrary, a

reference to a section or schedule to this Agreement;
(k) references to this Agreement shall be construed as references also to any

separate or independent stipulation or agreement contained in it;
(l) the words “other”, “or otherwise” and “whatsoever” shall not be
construed ejusdem generis or be construed as any limitation upon the
generality of any preceding words or matters specifically referred to;
(m) references to the word “includes” or “including” are to be construed

without limitation;
(n) references to a person shall include such person’s successors and permitted
assignees or transferees;
(o) all references to agreements, documents or other instruments include

(subject to all relevant approvals) a reference to that agreement, document
or instrument as amended, supplemented, substituted, novated or assigned
from time to time;
(p) words importing a particular gender include all genders;
(q) any reference to a public organization shall be regarded as including a

reference to any successor to such public organization or any organization
or entity which has taken over the functions or responsibilities of such
public organization;
(r) references to “Party” means a party to this Agreement and references to

“Parties” shall be construed accordingly;
(s) references to any law shall include any constitution, statute, law, rule,
regulation, ordinance, judgment, order, decree, authorisation, or any
published directive, guideline, requirement or governmental restriction
having the force of law, or any determination by, or interpretation of any
of the foregoing by, any judicial authority, whether in effect as of the date
27
of the Financing Documents or thereafter and each as amended from time
to time;
(t) words and abbreviations, which have, well known technical or trade/
commercial meanings are used in the Agreement in accordance with such
meanings;
(u) any consent, approval, determination, waiver or finding to be given or

made by any of the Secured Parties or the Facility Agent shall be made or
given by such Secured Parties or the Facility Agent in their sole discretion.
Provided that the Secured Parties or the Facility Agent shall, while
exercising their sole discretion, act in reasonable manner and shall not
unnecessarily withhold any consent, approval, determination, waiver or
finding;
(v) any consent required to be provided by the Facility Agent shall mean the
prior written consent of the Rupee Lenders; and
(w) in the event of any disagreement or dispute between the Rupee Lenders
and the Borrower regarding the materiality or reasonability of any matter
including of any event, occurrence, circumstance, change, fact,
information, document, authorisation, proceeding, act, omission, claims,
breach, default or otherwise, the opinion of the Rupee Lenders (acting on
good faith) as to the materiality or reasonability of any of the foregoing
shall be final and binding on the Borrower.
2. THE RUPEE FACILITY
2.1 Rupee Facility
2.1.1 The Borrower agrees to borrow from the Rupee Lenders and Rupee Lenders agree
to lend and advance to the Borrower during the Availability Period, on the terms
and conditions contained in this Agreement and the other Financing Documents,
the aggregate Rupee Loan not exceeding the Rupee Commitments (the aggregate
of the Commitments of all the Rupee Lenders is hereinafter referred to as the
“Rupee Loan Facility”).
2.1.2 At the request of the Borrower, the Rupee Lenders have agreed to participate in
Letters of Credit issued under the terms of this Agreement for an aggregate
amount not exceeding their respective Earmarked Amounts on the terms and
conditions contained in this Agreement.
The letter of credit facility extended by the Rupee Lenders in terms of this Section
2.1.2 is hereinafter referred to as the “LC Facility”.
2.1.3 Provided however, the aggregate borrowing by way of the Rupee Loan Facility
and the LC Facility shall not exceed the aggregate of the Rupee Commitment of
each Rupee Lender.
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2.1.4 Notwithstanding anything contained in this Agreement or the other Financing
Documents, the aggregate borrowing by way of the Rupee Loan Facility and LC
Facility shall not exceed the Commitment.
2.2 Rights Several
The rights of each of the Rupee Lenders under the Financing Documents are
separate and independent. The Rupee Lenders may separately enforce any of their
rights arising out of the Financing Documents.
2.3 Purpose
The Borrower agrees that it shall apply the proceeds of each Drawdown in and
towards repayment of the Interim Facility and towards financing of the Project
Costs in accordance with the terms of the Financing Documents including any
payments made towards retirement of letter of credit/s issued by any bank at the
request of the Borrower in relation to the Borrower’s obligation under the
Contracts.
3. DISBURSEMENTS BY WAY OF LETTER OF CREDIT
3.1 Letter(s) of Credit
3.1.1 The Participating Lenders hereby jointly and irrevocably authorise the Issuing
Bank to open one or more Letter(s) of Credit not exceeding in aggregate, the
aggregate of all Earmarked Amounts.
3.1.2 The Borrower shall request the Facility Agent for the issuance of an LC by the
Issuing Bank or Issuing Lender by submitting a Drawdown Notice stating the
proposed LC Value of the LC together with the Documentary Credit Application.
3.1.3 Upon receipt of the Drawdown Notice, the Facility Agent shall within three (3)
Business Days issue the LC Interest Notice to the Rupee Lenders provided that:
(a) the proposed LC Value is less than the aggregate of the Unutilised
Earmarked Amounts of all Rupee Lenders; and
(b) the Documentary Credit Application is satisfactory.
3.1.4 If LC is issued by the Issuing Bank then the Participating Lender shall issue a
Letter of Comfort in favour of the Issuing Bank each not exceeding their
respective Participating Interest within three (3) Business Days of receipt of the
LC Interest Notice. If LC is issued by the Issuing Bank then the Issuing Lenders
shall issue LCs directly in favour of the Beneficiary not exceeding their respective
pro rata share in the proposed LC Value within five (5) Business Days of receipt
of the LC Interest Notice.
3.1.5 The Issuing Bank shall upon receipt of the Letters of Comfort from the
Participating Lenders issue the LC in favour of the Beneficiary for the aggregate
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value of all the Letters of Comfort within two (2) Business Days of receipt of all
Letters of Comfort.
3.1.6 Notwithstanding as provided for in Section 3.1.3 (b) above, if the Issuing Bank or
the Issuing Lenders are of the opinion that the Documentary Credit Application is
not sufficient, they shall issue a notice to the Facility Agent (the “Unsatisfied
DCA Notice”) stating in detail the additional information and documents they
require for the issuance of LCs. The Facility Agent shall within one (1) Business
Day of the receipt of any Unsatisfied DCA Notice forward the same to the
Borrower. The Borrower agrees to provide all such information and documents
requested for in the Unsatisfied DCA Notice to the Facility Agent. The Facility
Agent shall within one (1) Business Day of receipt of this additional information
and documents forward the same to the Issuing Bank and/or the Issuing Lender
who has issued the Unsatisfied DCA Notice. If the Issuing Bank and/or the
Issuing Lender who has issued the Unsatisfied DCA Notice is satisfied that the
requests made in the Unsatisfied DCA Notice have been met by the Borrower, the
Issuing Bank and/or the Issuing Lender, as the case maybe, shall revoke the
Unsatisfied DCA Notice by informing the Facility Agent and shall issue the LC
and/or the Letter of Comfort within two (2) Business Day of the revocation. The
Borrower agrees and confirms that if the Unsatisfied DCA Notice is not revoked
specifically by the Issuing Bank and/or the Issuing Lenders, the same shall be
deemed to continue till the time it is revoked by the Issuing Bank and/or the
Issuing Lenders. It is agreed that the Issuing Bank/ Issuing Lender will at all times
act in a reasonable manner in connection with provisions contained in this Section
3.1.6 and shall at all times act in good faith.
3.1.7 Without prejudice to the generality of Section 3.1.4 and Section 3.1.5 above, the
Borrower and each of the Rupee Lenders irrevocably and unconditionally agree
and confirm that the Issuing Bank and each Issuing Lender is authorised to
determine, at its sole discretion, whether a demand complies with the relevant
Letter of Credit or is discrepant and such payment shall constitute prima facie
conclusive evidence that the demand is correct and has been properly made and
any amount paid shall be regarded as having been properly paid for the purposes
of this Agreement. The Rupee Lenders and the Borrower shall not be entitled to
and hereby irrevocably waive all rights and entitlements to claim against, object or
dispute the aforesaid determination of the Issuing Bank or relevant Issuing Lender
or any payments made by it under the Letter(s) of Credit, whether or not finally
the demand was determined to be discrepant.
3.1.8 The Borrower agrees, and each Rupee Lender confirms and declares, that:
(a) The Documentary Credit Application and the Participating Interest of each
Participating Lender shall be deemed to have been accepted by the
Borrower and each Participating Lender when advice thereof has been sent
to the relevant Beneficiary through SWIFT/tested telex/airmail and the
Letters of Comfort have been issued;
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(b) The Documentary Credit Application shall be deemed to have been
accepted by the Borrower and each Issuing Lender when advice thereof
has been sent to the relevant Beneficiary through SWIFT/tested
telex/airmail; and
(c) The date of receipt of the Documents by the Issuing Bank/Issuing Lender
under the Letter(s) of Credit as registered in the records of the Issuing
Bank/Issuing Lender other than manifest error shall be prima facie and
conclusive and binding on it.
3.1.9 The Borrower agrees that the transmission of all instructions and communications
under the Letter(s) of Credit and the shipping of Documents and the Goods (other
than if waived by the Issuing Bank/ Issuing Lender) thereunder are entirely at its
risk. The Issuing Bank/Issuing Lender or its correspondents or agents shall not be
responsible for any error or delay by the Borrower in such transmission or loss or
delay by the Borrower in delivery of the Documents or the Goods.
3.1.10 The Parties agree that Letters of Comfort and/or the LCs to be issued by the
Participating Lenders and/or Issuing Lenders shall be as per the internal policies
of the respective Participating Lender and Issuing Lender in this regard at the time
of such issuance.
3.2 Disbursement by way of Letter of Credit
3.2.1 Issuance of the Letter(s) of Credit under Section 3.1 (Letter(s) of Credit) above
shall be subject to the satisfaction (or waiver) of each condition precedent set forth
in Sections 9.1 (Conditions Precedent to Effectiveness), 9.2 (Conditions Precedent
to Initial Drawdown) and 9.3 (Conditions Precedent to all Subsequent
Drawdowns) hereof.
3.2.2 An Issuing Lender/Issuing Bank shall make a payment of the Claimed Amount
under the Letters of Credit issued by it. Each drawing made by the Beneficiary
under a Letter of Credit shall constitute an Advance under this Agreement of:
(a) where the Letter of Credit has been issued by the Issuing Bank, the drawn
portion of the Letter of Comfort issued by each Participating Lender with
respect to such Letter of Credit; or
(b) where the Letter of Credit has been issued by an Issuing Lender, of the
drawn portion of the face value of such Letter of Credit,
and repayable as a Loan, in terms of Section 8 (Repayment).
3.2.3 Without prejudice to the generality of Sections 3.2.1 and 3.2.2 above, the
Borrower and the Participating Lenders irrevocably and unconditionally:
(a) authorise the Issuing Lender /Issuing Bank to pay any demand made under
Letter of Credit which appears on its face to be in accordance with the
relevant Letter of Credit:
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(i) without investigation by the Issuing Lender/Issuing Bank or
confirmation from the Borrower, any Participating Lender or any
other Person; and
(ii) notwithstanding that the Borrower may dispute the validity of any
such demand;
(b) agrees and confirms that the Issuing Lender/Issuing Bank would be
authorised to determine, at its sole discretion, whether a demand complies
with the relevant Letter of Credit or is discrepant and upon a payment
being made or a determination being made by the Issuing Lender/Issuing
Bank of a valid demand having been made, the payment will be prima
facie and conclusive evidence that the demand is correct and has been
properly made and any amount paid shall be regarded as having been
properly paid for the purposes of this Agreement. The Borrower shall not
be entitled to and hereby irrevocably waives all rights and entitlements to
claim against, object or dispute the aforesaid determination of the Issuing
Lender/ Issuing Bank or any payments made by it under the Letter of
Credit, whether or not finally the demand was determined to be discrepant.
It is agreed that the Issuing Bank/ Issuing Lender will at all times act in a
reasonable manner in connection with provisions contained in this Section
3.2.3(b) and shall at all times act in good faith;
(c) agrees that the Issuing Lender/Issuing Bank deals in documents only and
shall not be concerned with the legality of the claim or any underlying
transaction or any set-off, counterclaim or defence as between the Obligors
and any other Person or the Beneficiary and any other Person;
(d) agrees that this Section 3.2.3 shall apply in respect of amounts paid under
any demand without regard to:
(i) the sufficiency, accuracy or genuineness of any demand or any

certificate or statement in connection with any demand;
(ii) any incapacity of, or limitation upon the powers of, any person
signing or issuing any demand or certificate or statement in respect
of any demand; or
(iii) any other condition.
(e) The Borrower may request and the Issuing Bank/ Issuing Lender may
permit, any Drawdown from their Unutilised Earmarked Amount (as the
case may be) in accordance with the terms of this Agreement, and such
drawing shall constitute a Drawdown under this Agreement.
(f) Upon such Drawdown, the Earmarked Amount with respect to the relevant
Rupee Lender shall be reduced by the amount of such Drawdown.
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3.3 Terms and Conditions of the Letter(s) of Credit under Rupee Facility
The Rupee Lenders shall not be liable for any losses, liabilities, costs, damages,
expenses or inconvenience whatsoever incurred by the Borrower or by any other
Person pursuant to any action by the Borrower in accordance with Section 3.1
(Letter(s) of Credit) above. The Borrower hereby indemnifies and shall keep
indemnified the Rupee Lenders, its directors, officers and agents from and against
any costs, including actual legal costs, charges, expenses, losses, liabilities,
claims, actions, suits or proceedings (including arbitral proceedings) arising,
incurred, made or filed by the Borrower or by any other Person in connection with
any action of the Borrower in accordance with Section 3.1 (Letter(s) of Credit)
above.
3.4 Charges
3.4.1 The Borrower shall pay, in advance to the Issuing Bank, fronting commission, for
its own account, at a rate as may be mutually agreed (the “Fronting Commission
Rate”) on the aggregate of the undrawn LC Value of the Letter(s) of Credit issued
by the Issuing Bank (the “Fronting Commission”), for each LC Commission
Period, on the LC Commission Payment Dates. The Borrower shall pay to each
Rupee Lender from whom the Borrower has agreed to avail the LC Facility,
commission calculated at a rate of 0.60% (zero point six zero per cent) per annum,
payable on a pro rata basis of the undrawn LC Value of the Letter(s) of Credit for
each LC Commission Period on each LC Commission Payment Date (the “LC
Commission”).
3.4.2 The Fronting Commission and LC Commission payable by the Borrower does not
include SWIFT charges and other amounts payable from time to time in relation
to the Letter(s) of Credit including amounts for the negotiation of the Documents,
document handling charges by the Rupee Lenders in relation to the issuance and
amendment, renewal, extension and maintenance of the Letter(s) of Credit and
any payments/liabilities incurred by the Rupee Lenders on behalf of the Borrower
shall be borne by the Borrower and charged at actuals.
3.5 Receipt of Claim
3.5.1 If the Beneficiary presents a claim under the Letter(s) of Credit and the Issuing
Bank/Issuing Lender (as the case may be) at its sole discretion determines that the
claim is valid and the Documents, if any, submitted along with claim are non-
discrepant or is satisfied that the discrepancies have been resolved, then the
Issuing Bank or the Issuing Lender (in case of a LC under Section 3.1.2 (Letter(s)
of Credit)) shall make payments to the Beneficiary of the amount claimed
(“Claimed Amount”) in the manner required under the Letter of Credit. It is
agreed that the Issuing Bank/ Issuing Lender will at all times act in a reasonable
manner in connection with provisions contained in this Section 3.5.1 and shall at
all times act in good faith.
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3.5.2 The Issuing Bank may in the first instance honour the claim or demand so made
on it by the Beneficiary out of its own funds provided such claim or demand shall
have been otherwise found to be in accordance with the terms of the Letter(s) of
Credit. The Issuing Bank shall honour the claim/demand made by the Beneficiary
irrespective of whether the Borrower or the Participating Lenders have made
payments to the Issuing Bank and any losses or expenses suffered by the Issuing
Bank on this account, including interest suffered by it on account of funds
required or sought by it for meeting the obligations, shall be on account of the
particular Participating Lender who has not paid its respective amounts.
3.6 Payment of Claimed Amount
Unless a payment under any of the Letter(s) of Credit is restrained by an order of a

competent court, the Issuing Bank/Issuing Lender (in case of LC issued under
Section 3.1.2 (Letter(s) of Credit)) shall be at liberty to make payment of the
Claimed Amount under the Letter(s) of Credit on the Payment Date if the claim or
demand of the Beneficiary is otherwise found to be in order. The Participating
Lenders shall unconditionally and irrevocably contribute rateably and pay to the
Issuing Bank, without any set-off, such sums as are equivalent to the proportion
that its Participating Interest bears to the Claimed Amount towards any such
payment made by the Issuing Bank, notwithstanding any dispute between the
Borrower and the Rupee Lender and/or any direction to the contrary that may be
given, represented, affirmed, etc. by the Borrower on the ground of any dispute
between the Borrower and the Beneficiary or between the Borrower and any of
the Rupee Lenders.
4. LIABILITY OF AND PAYMENTS BY PARTICIPATING LENDERS

WITH RESPECT TO LETTER(S) OF CREDIT ISSUED BY ISSUING
BANK
4.1 Notice of Demand
4.1.1 In the event of the Issuing Bank being called upon or otherwise required at any
time to make payment under any Letter(s) of Credit, then the Issuing Bank shall
immediately issue a notice of demand (“Notice of Demand”) on the Participating
Lenders and the Borrower along with a copy of the Documents. The Notice of
Demand shall specify:
(a) the Claimed Amount;
(b) the Payment Date;
(c) the contribution of the Participating Lenders with respect to the Claimed
Amount in proportion to their Participating Interest in that LC (“Claimed
Share”); and
(d) the due date for receipt of the Participating Interest, which due date shall
be 5 (five) days from the date of the Notice of Demand.
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4.1.2 The Participating Lenders irrevocably agree that if the Issuing Bank has, prior to
receiving their comments, if any, on the Documents which shall be provided by
the Participating Lenders no later than one (1) Business Day prior to the demand
from the Beneficiary becoming irrevocable against the Issuing Bank in terms of
the ICC Uniform Customs & Practices for Documentary Credits, made a
determination that the Documents and the demand are in compliance with the
terms of the Letter of Credit, then such determination shall be valid and binding
on the Participating Lenders.
4.2 Payment by the Participating Lenders and the Borrower
4.2.1 Notwithstanding anything contrary contained in any other Financing Documents,

the Participating Lenders irrevocably agree and confirm to the Issuing Bank that
they shall forthwith and unconditionally, upon receipt of a Notice of Demand
from the Issuing Bank, pay to the Issuing Bank at its Lending Office or any other
place specified in the notice on the Due Date, without demur or protest, the
amount of their Participating Interest, and if such payment is after the Due Date
for such payment, together with interest thereon at the sum of the Lending Rate
and Default Interest (for avoidance of doubt no obligation to pay Default Interest
in this regard will be passed on to the Borrower by the Participating Lenders) from
the date of remittance of the payment to the Beneficiary until reimbursement
thereof by the Participating Lenders as mentioned in the Notice of Demand. Such
interest shall become payable upon the footing of compound interest with monthly
rests.
4.2.2 Without prejudice to the rights of the Participating Lenders under Section 16.1
(Right of Set-off), no Participating Lender shall exercise any right of set-off,
counter-claim, lien or any other right to which it may be entitled, against any
credit balance or assets of the Borrower or of any other person liable for the
Borrower, lying with such Participating Lender and the Participating Lenders shall
continue to be unconditionally and irrevocably liable to reimburse the Issuing
Bank in proportion to their respective Participating Interest immediately on receipt
of a Notice of Demand from the Issuing Bank.
4.2.3 A certificate in writing signed by an Authorised Officer of the Issuing Bank

stating the amount payable by the Participating Lenders hereunder, shall be
conclusive evidence against them of the amount due to the Issuing Bank.
4.3 Distribution of Dues Received and Costs amongst the Participating Lenders
4.3.1 If the Issuing Bank shall contribute on behalf of any defaulting Participating
Lender towards the Claimed Amount or towards its share in any expenditure
incurred by the Issuing Bank in connection with the Letter(s) of Credit, then the
Issuing Bank shall be entitled to reimburse itself for such contribution from the
monies received/ recovered from the Borrower or any other person, to the extent
of its contribution on behalf of the defaulting Participating Lender.
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4.3.2 If the Borrower shall pay directly to a Participating Lender its pro rata share of
the expenditure incurred by the Issuing Bank in connection with the Letter(s) of
Credit then such Participating Lender shall immediately inform the Issuing Bank
about such payment by the Borrower. If the Issuing Bank has not been reimbursed
the monies expended by the Issuing Bank, by such Participating Lender, then such
Participating Lender shall forthwith on demand repay/ pay to the Issuing Bank the
amount of such payment together with interest thereon at sum of the Lending Rate
and Default Interest till receipt of payment.
4.3.3 All monies received by the Issuing Bank or any of the Participating Lenders from
the Borrower or any other person in respect of any liability of the Borrower under
the LC Facility shall be apportioned amongst the Participating Lenders in
accordance with the provisions of this Agreement in such a manner that at all
times, each Participating Lender’s share in respect of moneys received as at the
date of receipt, shall be in the same proportion that its Participating Interest shall
bear to the total of such dues of the Participating Lenders, and if any Participating
Lender shall receive moneys (such Participating Lender for the purpose of this
Section being referred to as the “Receiving Bank”) towards any sum due to it in
respect of the LC Facility in a greater proportion then the sum due to it, the
Receiving Bank shall subject to the provisions of this Agreement, promptly pay
over the excess amount to the Issuing Bank along with interest at the sum of the
Lending Rate and Default Interest from the date of receipt of such excess amount
until payment to the Issuing Bank. The Issuing Bank shall thereupon forthwith
distribute such excess amount together with interest thereon amongst the other
Participating Lender(s) in proportion to their dues provided however that if any
part of such excess amount shall subsequently be required to be repaid/refunded
by the Receiving Bank to any other person entitled thereto, then each Participating
Lender who may have received any part thereof from the Issuing Bank shall repay
to the Issuing Bank for the account of the Receiving Bank such amount as shall be
necessary to ensure that all the Participating Lenders share ratably in any part of
such excess amount so retained.
4.4 Maintenance of Accounts and Records by the Issuing Bank
4.4.1 The Issuing Bank will furnish copies of the Letter(s) of Credit to the Facility
Agent and Participating Lenders soon after issuance thereof, for their perusal and
record and will consult the Facility Agent prior to making or permitting any
variation, amendment or modification in the Letter(s) of Credit or granting any
extension thereof.
4.4.2 The Issuing Bank shall open and maintain a control account or accounts according
to its normal practice showing the amount of the Letter(s) of Credit issued and
outstanding and commission accrued, if any, and the amount of any other sum due
from the Borrower including payment that may have been made by the Issuing
Bank under any Letter(s) of Credit and all reimbursements/payments with respect
thereto made to the Issuing Bank from time to time by the Borrower and/or any
other person. In any legal action or proceedings that may be taken by the Issuing
Bank on behalf of the Participating Lenders, such control account or accounts
36
shall, save for manifest error, be conclusive as to the total amount of principal,
interest, commission and other sums due from the Borrower to the Participating
Lenders in respect of the Letters of Credit issued by the Issuing Bank under the
LC Facility.
4.4.3 The Issuing Bank shall also maintain a memorandum (mirror) account in the name
of each Participating Lender showing: (i) the LC Value of the Letter(s) of Credit
issued and outstanding, the Participating Interest of each Participating Lender in
respect of its liability thereunder; (ii) the amount of any sum including interest, if
any, due from the concerned Participating Lender in respect of its participation in
the LC Facility and all payments with respect thereto made to the Issuing Bank by
such Participating Lender; (iii) the distribution of pro rata payment(s) made by the
Issuing Bank to the Participating Lenders from time to time according to their
respective entitlement. Each such memorandum account shall be conclusive as to
the amount due to or from each of the Participating Lenders from time to time,
save for manifest error.
5. DRAWDOWN MECHANISM
5.1 Availability
5.1.1 Drawdowns under this Agreement shall be made only during the Availability
Period and shall be subject to the satisfaction (or waiver) of each condition
precedent set forth in Sections 9.1 (Conditions Precedent to Effectiveness), 9.2
(Conditions Precedent to Initial Drawdown) and 9.3 (Conditions Precedent to all
Subsequent Drawdowns) hereof.
5.1.2 The Drawdowns under this Agreement shall be made in tranches in accordance
with the drawdown schedule as may be mutually agreed between the Parties and
submitted by the Borrower to the Rupee Lenders and the Facility Agent 15
(fifteen) days prior to each Fiscal Quarter along with the Drawdown Notice for the
Initial Drawdown (“Drawdown Schedule”).
5.2 Drawdown Schedule
The Drawdown Schedule shall consist of consecutive Fiscal Quarters (each a

“Drawdown Schedule Period”) and the amount that the Borrower proposes to
draw during the relevant Drawdown Schedule Period (the “Relevant Period
Amount”).
5.3 Commitment Fees and Drawdown in excess of Relevant Period Amount
5.3.1 The Borrower shall pay to the Rupee Lenders commitment fees at the rate of
0.50% (zero point five zero per cent) per annum (the “Commitment Fees”) on the
difference between the Relevant Period Amount for the Drawdown Schedule
Period and the amount of actual Drawdown from the Rupee Lenders in such
Drawdown Schedule Period (the “Drawdown Shortfall Amount”). The
Commitment Fees shall be calculated on the Drawdown Shortfall Amount for the
period commencing from the next day after the end of the relevant Drawdown
37
Schedule Period until the Drawdown Shortfall Amount is fully drawn. The
amounts of the subsequent Drawdowns from the Rupee Lenders shall be first
adjusted against any Drawdown Shortfall Amount.
5.3.2 Commitment Fees shall be payable to the Rupee Lenders quarterly in arrears
during the Availability Period on the 31st of March, 30th of June, 30th of
September and the 31st of December in each year or at the end of the Availability
Period. Provided that if the Borrower avails of 60% (sixty per cent) of the
Relevant Period Amount in the relevant Fiscal Quarter, the Borrower shall not be
required to pay any Commitment Fees to the Rupee Lenders.
5.3.3 In the event that the actual amount of Drawdown(s) from the Rupee Lenders
exceeds the Relevant Period Amount in any Drawdown Schedule Period, such
excess shall be adjusted against any Drawdown Shortfall Amounts arising in
subsequent Drawdown Schedule Periods.
5.4 Mechanics for Requesting Drawdown
5.4.1 The Borrower shall request Drawdowns under the Rupee Loan Facility by
delivering a Drawdown Notice with respect to each such Drawdown, substantially
in the form annexed as Exhibit 2, to the Facility Agent with a copy to the Rupee
Lenders, no later than ten (10) Business Days prior to the Initial Drawdown Date
or any other Drawdown Date, as the case may be.
5.4.2 Each Drawdown Notice shall contain a certification by an Authorised Officer of

the Borrower as to the following:
(a) The amount of the Drawdown under the Rupee Loan Facility;
(b) The Drawdown Date for such Drawdown, which shall be a Business Day;
(c) The outstanding Commitment and the Outstanding Due Amounts under
the Rupee Facility including the amount of Drawdown requested on such
Drawdown Date;
(d) The face value of all Letters of Credit issued by a Rupee Lender;
(e) The Participating Interest of each Rupee Lender in a Letter of Credit

issued by the Issuing Bank;
(f) That, with respect to the Initial Drawdown or any subsequent Drawdown,
all conditions precedent listed in Sections 9.1 (Conditions Precedent to
Effectiveness), 9.2 (Conditions Precedent to Initial Drawdown) and 9.3
(Conditions Precedent to all Subsequent Drawdowns), as applicable, have
been satisfied (or waived) as the case may be;
(g) That, both before and after giving effect to such requested Drawdown and
taking into account, the equity then required to have been funded
concurrently therewith, the ratio of Project Debt to Equity does not exceed
38
70:30;
(h) That (A) with respect to the Initial Drawdown, all proceeds of Upfront
Equity have been funded pursuant to the provisions of this Agreement; and
(B) with respect to subsequent Drawdowns, all proceeds of Required
Equity then required to have been funded pursuant to the provisions of this
Agreement, shall have been (or, as of the date of the making of the
applicable Drawdown, will be) applied to pay (or reimburse the Borrower)
for Project Costs;
(i) That the proceeds of each Drawdown shall be applied to only repay the
Interim Facilities or fund Project Costs in accordance with this Agreement
and the Construction Budget;
(j) Each representation and warranty of the Borrower made in Section 10

(Representations and Warranties) hereof and of each Other
Counterparties, Offtaker and Contractors in this Agreement and all other
Transaction Documents, to which they are a party, shall be true, complete
and correct in all respects, in each case, with the same force and effect as
though each such representation and warranty were made in and as of the
date of such Drawdown Notice, (except for any representation and
warranty which expressly related to an earlier date and is not surviving or
is in respect of any Transaction Document which is no longer in effect);
and
(k) That no Potential Event of Default or Event of Default has occurred and is
continuing and any disbursement under any Drawdown shall not result in
an Event of Default.
5.4.3 Each Drawdown Notice (except for the notice in relation to the Initial Drawdown)
shall also be accompanied by a certificate from a chartered accountant stating that
the expenditure incurred till date is in accordance with the Estimated Project Costs
and confirming that the ratio of Project Debt to Equity, both before and after
giving effect to such requested Drawdown does not exceed 70:30.
5.4.4 The Auditor shall within fifteen (15) days after the end of the relevant Fiscal
Quarter, in relation to all Drawdowns availed by the Borrower in relation to the
relevant Fiscal Quarter, provide a certificate on the last day of every Fiscal
Quarter stating that the expenditure till date is in accordance with the Estimated
Project Costs.
5.4.5 The Drawdown Notice in relation to the Initial Drawdown shall be accompanied
by the Drawdown Schedule.
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5.5 Mechanics for Funding Drawdowns
5.5.1 Procedure for Drawdowns
(a) (i) Promptly after receipt of a Drawdown Notice (and in any event no
later than five (5) Business Days prior to the Drawdown Date), the
Facility Agent shall:
(A) review such Drawdown Notice and attachments thereto to

determine whether all required documentation has been
provided and whether all applicable conditions precedent
pursuant to this Agreement under which such Drawdown is
requested have been satisfied; and
(B) notify each of the Rupee Lenders of its determination. In

making such determination, the Facility Agent shall,
without any further enquiry or investigation, be entitled to
assume that each condition precedent under this Agreement
shall have been satisfied if no Unsatisfied CP Notice (as
defined in sub-section (iii) below) shall have been received
by it with respect to such conditions prior to the time
required therefore pursuant to such sub-section (iii).
(ii) Subject to Section 5.2 (Drawdown Schedule) and the other sub-
sections of this Section 5.5 and satisfaction or waiver of all
applicable conditions precedent and any other applicable
provisions under this Agreement under which such Drawdown is
requested, at such time as the Facility Agent has determined that all
applicable conditions precedent set forth in Section 9 (Conditions
Precedent) have been satisfied or waived by the Rupee Lenders,
funding under the Rupee Loan Facility may occur.
(iii) If in connection with any Drawdown, any Rupee Lender

determines that any applicable condition precedent under Sections
9.1 (Conditions Precedent to Effectiveness), 9.2 (Conditions
Precedent to Initial Drawdown) and 9.3 (Conditions Precedent to
all Subsequent Drawdowns) (as the case may be) has not been
satisfied or waived, then such Rupee Lender shall notify the
Borrower (with a copy to other Rupee Lenders and the Facility-
Agent) no later than five (5) Business Days prior to the Drawdown
Date that the Drawdown may not be made and shall give the
reasons therefor (any such notice, is hereinafter referred to as an
“Unsatisfied CP Notice”).
(iv) If the Facility Agent: (A) on or prior to the Drawdown Date

determines that the applicable conditions precedent to a Drawdown
have not been satisfied or (B) at least five (5) Business Days prior
to the Drawdown Date receives an Unsatisfied CP Notice, then the
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Facility Agent shall notify the Borrower thereof in writing within
one (1) Business Day of such determination or receipt, as the case
may be. The notice from the Facility Agent shall specify the
conditions precedent which have not been satisfied and/ or attach a
copy of the Unsatisfied CP Notice received by the Facility Agent
with respect to such Drawdown. Upon the issuance of such written
notice from the Facility Agent, the Rupee Lenders shall not have
any obligation to make the Drawdown requested under the related
Drawdown Notice.
(v) At such time, if ever, (A) the Facility Agent determines that the
condition precedent to the Drawdown which had not been satisfied
has been satisfied or waived in accordance with the Financing
Documents; or (B) those Person(s) which gave an Unsatisfied CP
Notice to the Facility Agent with respect to such Drawdown inform
the Facility Agent in writing that the event giving rise to such
Unsatisfied CP Notice no longer exists or has been waived, the
Facility Agent shall notify the Borrower thereof (with a copy to the
Rupee Lenders) and the Unsatisfied CP Notice shall be deemed to
be revoked at such time. Provided that where the Borrower
provides the Facility Agent and the Rupee Lenders information as
to the satisfaction of the condition precedent, which is the subject
of such Unsatisfied CP Notice, the Unsatisfied CP Notice shall be
deemed to be revoked unless, within one (1) Business Day of
receipt of such information from the Borrower, any of the Rupee
Lenders issues a fresh Unsatisfied CP Notice.
Upon the revocation of the Unsatisfied CP Notice the Rupee

Lenders shall make the requested Drawdowns under their
respective Commitments, as soon as practicable thereafter (and in
any event no later than five (5) Business Days thereafter).
(vi) The Facility Agent shall have no liability to any Person arising
from any notice issued pursuant to this Section 5.5 as a result of an
Unsatisfied CP Notice submitted by any Person, whether or not
such Person was entitled to issue any such notice. Neither the
Rupee Lenders nor the Facility Agent shall have any liability to the
Borrower or any Affiliate thereof arising from the issuance of an
Unsatisfied CP Notice, if such Person issued the Unsatisfied CP
Notice in good faith.
(b) If the Facility Agent has not received an Unsatisfied CP Notice pursuant to
Section 5.5.1(a)(iii) and is satisfied that the conditions precedent to a
Drawdown have been satisfied, or at such time as the Facility Agent has
issued a notice to the Borrower under Section 5.5.1(a)(v) and is otherwise
satisfied that the conditions precedent to a Drawdown are satisfied or an
Unsatisfied CP Notice is treated as being revoked pursuant to Section
5.5.1(a)(v) and the Facility Agent is satisfied that the conditions precedent
41
have been fulfilled, the Facility Agent shall issue a notice confirming the
Drawdown, (hereinafter the “Lending Confirmation Notice”)
substantially in the form attached hereto as Exhibit 3 to the Borrower no
later than two (2) Business Days prior to the Drawdown Date to which the
Drawdown Notice relates or, in the event of the issuance by the Facility
Agent of any notice pursuant to Section 5.5.1(a)(iv) above, promptly upon
the issuance of the related notice under Section 5.5.1(a)(v), approving such
requested Drawdown.
(c) On the proposed Drawdown Date following the issue of a Lending

Confirmation Notice, each of the Rupee Lenders shall, on the Drawdown
Date, make the proceeds of Drawdown being made under the Rupee
Facility available to the Borrower in immediately available funds, in
Rupees by depositing such proceeds into the Construction Account or any
other account designated for that purpose in terms to be agreed to in the
Trust and Retention Account Agreement. The mode of disbursement
specified above shall be at the option of the respective Rupee Lenders.
(d) Subject to the foregoing provisions of this Section 5.5.1, so long as no

Drawstop Notice is in effect, the failure of any Rupee Lender to make a
Drawdown shall not relieve any other Rupee Lender of its obligation
hereunder (provided no Event of Default or Potential Event of Default has
occurred) to make available any requested Drawdown under the Rupee
Loan Facility, but no Rupee Lender shall be responsible for the failure of
any other Rupee Lender to make any Drawdown or any portion thereof.
5.5.2 Drawstop Notices
(a) In addition to the ability to issue an Unsatisfied CP Notice pursuant to

Section 5.5.1 (Procedure for Drawdowns) and notwithstanding the
issuance of any Lending Confirmation Notice by the Facility Agent
pursuant to Section 5.5.1(b) (Procedure for Drawdowns) in connection
with any Drawdown, any Rupee Lender or the Facility Agent may, on the
occurrence of an Event of Default or a Potential Event of Default issue a
notice (a “Drawstop Notice”) to the Borrower with a copy to each of the
other Rupee Lenders notifying the Borrower that no Drawdowns shall be
made under any Drawdown Notice.
(b) A Drawstop Notice issued pursuant to this Section 5.5.2 shall remain in
full force and effect until:
(i) the Potential Event of Default or Event of Default which led to the
issuance of such Drawstop Notice has ceased or has been remedied
by the Borrower to the satisfaction of the relevant Rupee Lender(s)
or the Facility-Agent as the case may be or waived by the Rupee
Lender(s) or the Facility Agent as the case may be;
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(ii) the Rupee Lenders which issued, or instructed the Facility Agent to
issue, such Drawstop Notice authorises the Facility Agent to
revoke such Drawstop Notice by sending notice of such revocation
to the Facility Agent, the Security Trustee and the Account Bank
(which notice shall specify in reasonable detail the basis for such
revocation and shall have attached thereto copies of relevant
documentation supporting such revocation).
(c) Upon the occurrence of any of the foregoing, such Drawstop Notice shall
be treated as being revoked and the Facility Agent shall promptly notify
the Borrower and the Rupee Lender(s) concerned, thereof, whereupon the
concerned Rupee Lender(s) shall make the requested Drawdowns as soon
as practicable thereafter (and in any event no later than five (5) Business
Days thereafter).
5.6 No Approval of Work
The making of any Drawdown under the Financing Documents or the issuance of
a Lending Confirmation Notice shall not be deemed as an approval or acceptance
by the Rupee Lenders or the Facility Agent of any work, labour, supplies,
materials or equipment furnished or supplied with respect to the Project.
5.7 Reliance on Notices relating to Borrowing
The Facility Agent and the Rupee Lenders shall be entitled (but not obliged) to
rely and act upon any Drawdown Notice and any documentation or information
provided in connection with a Drawdown Notice, which appears on its face to
have been duly completed, genuine and properly signed by the Authorised Officer
notwithstanding that such Drawdown Notice, documentation or information later
on proves to be not genuine, not properly signed or otherwise incorrect in any
respect.
5.8 Drawdown Notice Irrevocable
Each Drawdown Notice is irrevocable and shall commit the Borrower to borrow
in accordance with such notice.
5.9 Final Drawdown
Contemporaneously with or immediately prior to the end of the Availability

Period of the Rupee Facility, the Borrower may (to the extent of any then
remaining undrawn Rupee Facility) request a final Drawdown under the Rupee
Facility in accordance with the provisions of Section 5.4 (Mechanics for
Requesting Drawdowns) in order to pay or provide for the Project Costs.
5.10 Issuance of Letter(s) of Credit
Notwithstanding anything contained in this Section 5, where the Borrower

requests for a Drawdown by way of issuance of Letter of Credit under Section 3
43
(Disbursements by way of Letter of Credit), the provisions of this Section 5 shall
only apply to the Facility Agent, the Issuing Bank and the Participating Lenders or
the Issuing Lender (as the case may be), including without limitation, in the
following manner:
(a) The Drawdown Notice shall only be delivered to the Facility Agent;
(b) Review of compliance of conditions precedent to that Drawdown (if

applicable) shall be done only by the Facility Agent, the Issuing Bank and
the Participating Lenders, or the Issuing Lender (as the case may be); and
(c) Only the Facility Agent would be entitled to issue an Unsatisfied CP

Notice and Drawstop Notice.
5.11 Proportion of Advances
The contribution of the Rupee Lenders towards each Drawdown (other than by
way of issuance of LC’s) shall be pro rata to the extent of their respective
Commitments unless the Drawdown is by way of issuance of an individual Letter
of Credit by an Issuing Lender. The Facility Agent shall, with respect to each
Drawdown requested by the Borrower determine and communicate to each Rupee
Lender, the share of each Participating Lender in such Drawdown, after taking
into account Drawdown previously made by each Rupee Lender under the terms
of the Financing Documents so as to ensure that the contribution of each Rupee
Lender towards each Drawdown is pro rata to the extent of their respective
Available Commitments.
Provided that:
(a) the issuance of the Letter(s) of Credit by the Issuing Bank shall be deemed
to be a disbursement of an amount equivalent to the Participating Interest
of each Rupee Lender participating in such Letter(s) of Credit on the
Drawdown Date; and
(b) the issuance of the Letter(s) of Credit by the Issuing Lender shall be
deemed to be a disbursement of an amount equivalent to the amount of
such Letter(s) of Credit on the Drawdown Date (whether by way of LC or
fund-based disbursement). The Participating Lenders/Issuing Lender (as
the case may be) shall not have any obligation to make any disbursement
under the Rupee Facility till such time as the other Rupee Lenders disburse
amounts such that the ratio of the amounts disbursed by them to their
respective Commitments are the same as the ratio of the amounts
disbursed by the Lenders participating in Letter(s) of Credit or issuing
Letter(s) of Credit (as the case may be) plus their Participating Interest
under all Letter(s) of Credit or Letter(s) of Credit issued hereunder (as the
case may be) and fund-based disbursements to their Commitments.
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5.12 Replacement of a Rupee Lender
If, after the Facility Agent is satisfied that the applicable conditions precedent for
the Drawdown have been fulfilled and there is no Drawstop Notice, any of the
Rupee Lenders fails to disburse, the Borrower shall have the right to replace such
Rupee Lender. Any such replacement shall be in consultation with the Facility
Agent. Upon the Borrower exercising such right, the Rupee Commitment of such
Rupee Lender shall stand cancelled and the Borrower shall prepay such Rupee
Lender without payment of Prepayment Premium or penalty. Provided that the
Borrower shall replace the Rupee Commitment of such Rupee Lender by other
lenders or make alternate arrangements within 90 (ninety) days of cancellation of
the Rupee Lender’s Rupee Commitment. Provided further that the Borrower shall
not offer more favourable terms to such replacement lenders without the prior
consent of the Facility Agent (such consent not to be unreasonably withheld). The
Parties may, in respect of the replacement of a Rupee Lender, exercise any other
rights available to them under Applicable Law.
6. CANCELLATION OF THE RUPEE FACILITY
6.1 Automatic Cancellation
The undrawn Commitments shall be cancelled at the close of normal working

hours on the last Business Day of the Availability Period unless otherwise agreed
to by the Facility Agent.
6.2 Cancellation by the Rupee Lenders
Notwithstanding anything to the contrary, the Rupee Lenders may cancel whole or
part of any of their Commitments without assigning any reason whatsoever in the
event:
(a) the whole or any part of the Commitment is not utilized by the Borrower;
and/or
(b) of Deterioration of Creditworthiness in the loan accounts in any manner

whatsoever; and/or
(c) in case of non-compliance of terms and conditions of this Agreement.
6.3 General Provisions for Cancellation
6.3.1 Any notice of cancellation by the Borrower under this Agreement is irrevocable.
The Rupee Lenders and the Facility Agent shall notify each other promptly of
receipt of any such notice.
6.3.2 No amount of the Rupee Facility cancelled under this Agreement may
subsequently be reinstated.
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6.3.3 No cancellation of the Rupee Facility is permitted except in accordance with the
express terms of this Agreement.
7. INTEREST
7.1 Interest
(a) The Borrower shall pay to each of the Rupee Lenders, interest on the
Rupee Loan (excluding for avoidance of doubt Disbursement made by way
of issue of Letter of Credit to the extent any Letter of Credit or thereof had
not become an Advance in accordance with provisions of Section 3.2
(Disbursement by way of Letter of Credit)) of that Rupee Lender for the
Interest Period at the Lending Rate.
(b) The Spread in respect of each Rupee Lender shall be reset:
(i) initially on COD, when the Spread shall be reduced by 0.25% (zero
point two five per cent) subject to the Borrower achieving COD by
the Scheduled Project COD; and
(ii) thereafter on each Interest Reset Date during the currency of the
Rupee Facility.
On each Interest Reset Date, on which the Spread is reset, the Rupee
Lenders shall notify to the Borrower and the Facility Agent of such reset
Lending Rate (the “Reset Lending Rate”) and the Borrower shall, from
the Interest Payment Date immediately following the Interest Reset Date,
pay interest on all the existing Advances at the reset Lending Rate. The
Lending Rate as reset pursuant to this clause 7.1 shall be the aggregate of
Specified Base Rate for the respective Rupee Lenders as on the Interest
Reset Date plus Spread as specified in accordance with this sub clause (b).
(c) The Borrower agrees and undertakes that the rate of interest payable to one
Rupee Lender shall not be lower than the rate of interest payable to any
other Rupee Lenders.
(d) If the Lending Rate is less than the respective Base Rate of any Rupee
Lender at any time till the Final Maturity Date, a revised Lending Rate
shall be determined by the Lead Lender in consultation with the other
Rupee Lenders such that the Lending Rate is greater than the highest Base
Rate of any Rupee Lender.
7.2 Interest Tax
The Borrower shall pay to the Rupee Lenders, in addition to the interest on the
Loans payable as per this Section 7 (Interest), Interest Tax, service tax and all
other imposts, duties, levies and taxes of whatever descriptions, other than
corporate tax, levied pursuant to any law or otherwise by statutory authority
including the GOI or other authorities in connection with the Rupee Facility
46
including but not limited to stamp duties, professional fees, cost and charges for
advocates, counsel fees for opinions, advice, creation of Security, investigation of
title, protection of the Rupee Lenders’ interests and other charges or surcharges
levied by GOI or any other statutory authority in connection with the Rupee
Facility, as applicable from time to time.
7.3 Due Dates
The Borrower shall pay to the Rupee Lenders, all amounts payable under the
Financing Documents on the respective Due Dates.
7.4 Default Interest
Without prejudice to the Obligations of the Borrower under this Agreement and
the other Financing Documents, the Borrower shall pay default interest
(a) at the Default Rate on the Loans, from the Due Date of such payment till
the time the default lasts, if the Borrower defaults in payment of interest,
instalment of principal, or any other monies accruing due to such Rupee
Lender including all costs, charges, expenses due under this Agreement or
any other Financing Document on the Due Date (whether at stated
maturity, by acceleration, by mandatory prepayment in accordance with
this Agreement or otherwise); and
(b) at the Default Rate on the Loans of the Rupee Lenders, from the date of
the Event of Default, during the period of default in case of any Event of
Default (other than as mentioned in sub clause (a) above) from the time of
such default till the time the default is cured to the satisfaction of the
Facility Agent,
(the default interests’ payable under sub clauses (a) and (b) are hereinafter
collectively referred to as “Default Interest”). Such Default Interest will be
computed from the respective Due Date until the date on which the Borrower has
repaid /reimbursed such amounts and shall become payable upon the footing of
compound interest with monthly rests as provided in this Agreement and shall be
payable on the immediately following Interest Payment Date.
7.5 Additional Interest
The Borrower shall create and perfect the Security in a form and manner
satisfactory to the Rupee Lenders within the stipulated timelines for the same. In
the event the Borrower fails to do so, the Advances made by the Rupee Lenders
pending creation and perfection of the Security shall carry further interest at the
rate of 1% (one percent) per annum (“Additional Interest”) from the end of the
stipulated timelines till creation and perfection of Security in a form and manner
satisfactory to the Rupee Lenders. Any further disbursements pending creation
and perfection of Security after the stipulated time periods shall be at the sole
discretion of the Rupee Lenders.
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7.6 Accrual
All interest accruing on amounts outstanding under the Rupee Facility (excluding
for avoidance of doubt Disbursement made by way of issue of Letter of Credit to
the extent any Letter of Credit or thereof had not become an Advance in
accordance with the provisions of Section 3.2 (Disbursement by way of Letter of
Credit)) shall accrue from day to day and be calculated on the basis of the actual
number of days elapsed in a year of three hundred and sixty five (365) days.
7.7 General
7.7.1 The Borrower acknowledges that any sums, interest, default amount including but
not limited to the Default Interest, Additional Interest under Sections 7.4 (Default
Interest), and 7.5 (Additional Interest) of this Agreement respectively are
reasonable and represent a genuine pre-estimate of the loss incurred by the Rupee
Lenders in the event of non- payment by the Borrower.
7.7.2 The Borrower acknowledges that the Rupee Facility provided under this
Agreement are for a commercial transaction and waives any defense available
under usury or other laws relating to the charging of interest.
7.8 Up-Front Fees
The Borrower shall pay to the Rupee Lenders up-front fee at a rate of 0.15% (zero
point one five per cent) of the Rupee Facility plus any applicable service tax and
such fee shall be paid on or prior to the date of signing of this Agreement.
7.9 Market Disruption
7.9.1 The Rupee Lenders may in their sole discretion prospectively increase the
Lending Rate in the event of unforeseen, exceptional or extraordinary change in
the financial market conditions having taken place as may be determined by the
Rupee Lenders in their sole judgment.
7.9.2 The Borrower shall reimburse the Rupee Lenders and their Affiliates for any
increased costs arising due to the implementation or imposition of any new
reserve requirements or other measures by regulatory bodies, including any
change in capital adequacy norms, subject to customary mitigation and avoidance
provisions.
7.9.3 If the increase in Lending Rate pursuant to Section 7.9.1 above or the increased
costs pursuant to Section 7.9.2 above is not acceptable to the Borrower, the
Borrower shall, without payment of Prepayment Premium, have a right to prepay
a part or the entire Outstandings within one hundred eighty (180) days of
communication of increased Lending Rate or increased costs.
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8. REPAYMENT
8.1 Repayment Mechanism
8.1.1 Subject to Section 8.2 (Confirmation of Repayment Installments) hereof, the

Borrower shall repay the Rupee Loan to the Rupee Lenders in fifty one (51)
structured quarterly installments as specified in the Repayment Schedule (each a
“Repayment Installment”).
8.1.2 The first Repayment Instalment for the Rupee Lenders shall be due on the First
Repayment Date. All subsequent Repayment Installments shall be due on the
successive Repayment Dates.
8.1.3 The last Repayment Installment together with all other amounts due and
outstanding under this Agreement shall be repaid in full on the Maturity Date.
8.1.4 No amounts repaid under the Rupee Facility may be re-borrowed under the
Financing Documents.
8.1.5 The Borrower undertakes to repay the Repayment Installments of the Rupee Loan
Facility in accordance with the Repayment Schedule. If, for any reason, the
amount finally disbursed by the Rupee Lenders under this Agreement is less than
the amount of its Rupee Commitment, the Repayment Installments shall stand
reduced proportionately but shall be payable on the same dates as specified in the
Repayment Schedule.
8.2 Confirmation of Repayment Instalments
8.2.1 The Borrower agrees that the Rupee Lenders shall have the right to conduct one or
more reviews of the Project and the Project Costs as and when reasonably
required, during implementation, and before completion, of the Project with the
assistance of the Lenders Independent Engineer. The Borrower agrees that:-
(a) if as a result of such review, the Rupee Lenders determine that the
Borrower:
(i) has implemented/ is likely to implement the Project within the

Estimated Project Costs and Cost Overrun contribution obligation
pursuant to the provisions of the Promoter Fund Undertaking; or
(ii) has commenced/is likely to commence commercial operation by

the Scheduled Project COD,
then Section 8.1 (Repayment Mechanism) above shall be deemed to be

confirmed and shall apply without amendment;
(b) if, however, as a result of such review the Rupee Lenders determine that
the Borrower:
49
(i) has not implemented / nor is likely to implement the Project within
the Estimated Project Cost and Cost Overrun contribution
obligation pursuant to the provisions of the Promoter Fund
Undertaking; and/or
(ii) the Borrower has not commenced/nor is likely to commence the

Project by the Scheduled Project COD,
the Rupee Lenders shall have the right to revise the Repayment Schedule
in concurrence with the Borrower (which concurrence shall not be
unreasonably withheld) in light of the revision in Estimated Project
Costs/Financing Plan/Scheduled Project COD.
8.2.2 Such revision of Repayment Schedule shall be final and binding on the Borrower
and the Borrower shall comply with the same. Unless otherwise agreed to by the
Rupee Lenders, the Rupee Loan Facility would continue to be repayable on
demand until the Borrower complies with the stipulated terms and conditions to
the satisfaction of the Rupee Lenders and commences operation of the Project to
the satisfaction of the Rupee Lenders. Upon such compliance of the conditions
and the commencement of commercial operation the Borrower shall repay the
Rupee Loan Facility in accordance with such repayment schedule as may be
stipulated by the Rupee Lenders, which shall be final and binding on the
Borrower.
8.3 Payment Mechanism
8.3.1 Place
Except to the extent otherwise provided herein, all payments to be made by the
Borrower to the Rupee Lenders in terms of this Agreement shall be made directly
to the Rupee Lenders at their respective Lending Offices or at such other place as
may be specified by them, by telegraphic, telex, real time gross settlement or mail
transfer to the account of the Rupee Lenders or by cheque/bank draft drawn in
favour of the Rupee Lenders on a scheduled bank at the city in which the Lending
Office of the Rupee Lender is situated or such other place or to such other account
as the Rupee Lenders shall notify the Borrower.
8.3.2 Time
Except to the extent otherwise provided herein, all payments and prepayments of
the Rupee Loan and interest on the Rupee Loan Facility, costs, fees and other
amounts payable by the Borrower to the Rupee Lenders under this Agreement or
any other Financing Document shall be made by the Borrower to the Rupee
Lenders on the Due Date (a) by cheque drawn in favour of the Rupee Lenders and
depositing it not later than 11.00 a.m. India time in their respective accounts to be
designated by the Rupee Lender(s) (each such payment made after such time on
such Due Date to be deemed to have been made on the next succeeding Business
Day) or (b) by credit (through real time gross settlement) to respective accounts to
50
be designated by the Rupee Lenders.
8.3.3 Currency
Amounts payable to the Rupee Lenders under the Financing Documents may be
payable in Rupees.
8.3.4 Set-off and Counterclaim
All payments made by the Borrower shall be made without deduction, set-off or
counterclaim.
8.3.5 Non-Business Days
If a payment under this Section 8 (Repayment) is due on a day, which is not a

Business Day, the Due Date for that payment shall instead be the immediately
preceding Business Day.
8.3.6 Appropriation
(a) Any amounts due and payable by the Borrower under this Section 8
(Repayment) shall be appropriated by the Rupee Lenders towards such
dues in the following order viz.:
(i) interest on fees, costs, charges, expenses and other monies;
(ii) fees, costs, charges, expenses and other monies;
(iii) Default Interest;
(iv) Additional Interest;
(v) Any other additional interest;
(vi) Interest;
(vii) Prepayment Premium; and
(viii) Repayment Installments.
(b) Notwithstanding anything contained in Section 8.3.6(a) above, the Rupee

Lenders may, in their absolute discretion, appropriate in any manner, such
payment towards the dues, if any, payable by the Borrower in respect of
any Financing Document(s).
8.3.7 Realization at Par
All sums payable under this Agreement shall be so paid by the Borrower as to
enable the Rupee Lenders to realise the monies at par on the Due Dates.
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9. CONDITIONS PRECEDENT
9.1 Conditions Precedent to Effectiveness
The obligation of the Rupee Lenders to make available its Commitment pursuant
to this Agreement shall become effective upon the Borrower fulfilling to the
satisfaction of the Facility Agent (unless any waiver is granted by the Facility
Agent in accordance with Section 9.4 (No Waiver)) all of the following
conditions:
9.1.1 Constitutional Documents
The Borrower shall have submitted copies of constitutional documents of itself,

the Sponsors and the Promoter Fund and a copy of the Corporate Identification
Number and Director Identification Number of the Borrower and the Sponsors to
the Facility Agent, including but not limited to the copies of their memorandum of
association, articles of association.
9.1.2 Equity Commitment
The Borrower shall have submitted certified copies of the resolutions of the board
of the Sponsor 1 confirming its equity commitment in relation to the Project.
9.1.3 Appointments
(a) Lenders Independent Engineer
The Facility Agent (acting on behalf of the Rupee Lenders) shall have
appointed the Lenders Independent Engineer to undertake the roles
including but not limited to review of Project Costs during construction
period of the Project; review of the Project Documents, Banking Base
Case, Construction Budget, Financing Plan, schedule of award; conducting
pre-construction due diligence, monitoring the construction, performance
tests and operations of the Project.
The Borrower shall have undertaken to: (i) pay or arrange or shall have
paid or arranged the payment of all fees, expenses and other charges
payable to the Lenders Independent Engineer; and (ii) provide all
information and assistance as reasonably required by the Lenders
Independent Engineer in relation to the Project.
(b) Lenders Insurance Advisor
appointed the Lenders Insurance Advisor to undertake the roles including
but not limited to reviewing and finalising the Insurance Contracts with
respect to the Project.
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Provided further that the Borrower shall provide all information and
assistance as reasonably required by the Lenders Insurance Advisor in
relation to the Project.
(c) Lenders Counsel
appointed the Lenders Counsel to inter alia assist the Rupee Lenders in
reviewing and finalizing the Transaction Documents.
Provided further that the Borrower shall provide all information and
assistance as required by the Lenders Counsel in relation to the Project.
9.1.4 Clearances
The Borrower shall have undertaken to or shall procure that till COD, the EPC
Contractor shall:
(a) apply for and obtain, to the extent required, all statutory and non-statutory
Clearances and all necessary third party consents, waivers and other
approvals as and when applicable, for the construction, implementation
and operation of the Project and execution, delivery and enforcement of
the Transaction Documents, which shall have been reviewed by the
Lenders Independent Engineer and approved by the Rupee Lenders;
(b) comply with all conditions and requirements stipulated in such Clearances;
and
(c) furnish a copy of all statutory and non-statutory Clearances and all
necessary third party consents, waivers and other approvals as may be
applicable to the Facility Agent and the Rupee Lenders for all purposes of
reference and records.
9.1.5 Project Cost
The Borrower shall have finalized the Estimated Project Cost and the Financing
Plan to the satisfaction of the Facility Agent.
9.1.6 Compliance in relation to “Know Your Customer Policy”
Each of the Borrower and the Sponsors shall have provided satisfactory evidence
to the Facility Agent of having complied with “Know Your Customer Policy”
norms as specified by the Rupee Lenders and the Facility Agent.
9.1.7 Submission of a Banking Base Case
The Borrower shall have prepared and submitted a Banking Base Case, in a form
and manner satisfactory to the Facility Agent.
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9.1.8 Reports and Certificates from Auditors
(a) The Borrower shall have appointed a firm of reputable chartered

accountants acceptable to the Facility Agent, as the Auditors.
(b) The Borrower shall have submitted a certificate from an independent

chartered accountant confirming that the borrowing in full under this
Agreement would not cause any borrowing limits binding on the Borrower
to be exceeded.
9.2 Conditions Precedent to Initial Drawdown
Initial Drawdown under the Rupee Facility shall be subject to the fulfillment (or
waiver in accordance with Section 9.4 (No Waiver)), prior to or on the Initial
Drawdown Date, in a manner satisfactory to the Facility Agent of all the
conditions set forth below, such satisfaction to be recorded in writing, and the
acceptance of the benefits of the Initial Drawdown shall constitute a
representation and warranty by the Borrower to the Rupee Lenders that all the
conditions specified in this Section 9.2 (Conditions Precedent to Initial
Drawdown) have been satisfied or waived by the Facility Agent as of that time:
9.2.1 Conditions Precedent to Effectiveness
The Borrower shall have submitted satisfactory evidence to the Facility Agent that
all conditions stipulated in Section 9.1 (Conditions Precedent to Effectiveness) of
this Agreement have been satisfied or waived, as the case may be.
9.2.2 Issuance of LCs
If the Initial Drawdown is by way of a Drawdown of the LC Facility, the

Borrower shall have furnished a list of documents as required by the Issuing Bank
and/or the Facility Agent.
9.2.3 Corporate Authorizations, Documents and Proceedings
(a) The Facility Agent shall have received all corporate documents,
incumbency certificates and resolutions in each case certified by the
appropriate officers of such Person which shall include, but not be limited
to:
(i) Certified true copies of the constitutional documents and certificate

of incorporation and commencement of business of the Borrower,
the Sponsors and the Promoter Fund;
(ii) Certified true copy of resolutions of the board of directors of the

Borrower, the Sponsors and the Promoter Fund:
(A) approving the terms and execution of, and the transactions
contemplated by the Financing Documents;
54
(B) authorizing, the affixation of the common seal (to the extent
required) on the Financing Documents, and/ or a director or
directors or other authorised executives to execute the
Financing Documents;
(C) authorizing a Person or Persons, on its behalf, to sign and/

or dispatch all documents and notices to be signed and/ or
dispatched by it under or in connection with the Financing
Documents; and
(D) specimen signatures of each such Person authorised by the

resolutions referred to in sub-sections (ii)(B) and (ii)(C)
above.
(iii) a Certified copy of the recent financial statements;
(iv) a certified copy of the resolution of the shareholders of the

Borrower under Section 180(1)(a) and Section 180(1)(c) of the
Companies Act authorizing such borrowing and approving such
Borrower's participation and undertaking of obligations in the
Project and creation of mortgage and charge over their assets;
(v) a certified copy of the resolution of the shareholders of the

Borrower under Section 62(3) of the Companies Act authorizing
the conversion of the Project Debt into Equity Shares in accordance
with the terms and conditions set out in Section 13.2
(Consequences of Event of Default) of this Agreement; and
(vi) documentary evidence that the Borrower has complied with all of
its obligations to file all of its corporate and other documents with
the relevant Registrar of Companies.
9.2.4 Sponsor Support
The Borrower shall have caused the Sponsors to execute and furnish to the Rupee
Lenders, the Sponsor Support Agreement in form and substance satisfactory to the
Facility Agent, wherein, inter alia, the following undertakings shall be provided:
(a) Undertaking by the Sponsor 1 to bring in the Upfront Equity for the
Project or on prior to the Initial Drawdown Date;
(b) Undertaking by the Sponsor 1 to the effect that it shall, until Sponsor
Transfer Date, hold directly or beneficially seventy six percent (76%) of
the Shares in the Borrower and not sell, assign or dispose any of the Shares
held by it in the Borrower, other than to Sponsor 2, without the prior
written approval of the Facility Agent (acting on behalf of the Rupee
Lenders;
55
(c) Undertaking by the Sponsor 2 to the effect that it shall, from the Sponsor
Transfer Date until the Final Settlement Date, hold directly or beneficially
seventy six percent (76%) of the Shares in the Borrower and not sell,
assign or dispose any of the Shares held by it in the Borrower, without the
prior written approval of the Facility Agent (acting on behalf of the Rupee
Lenders;
(d) Undertaking by the Sponsor 1 to, until the Sponsor Transfer Date, not
dispose Shares held by the Sponsor 1 (other than Pledged Shares)
constituting 25% (twenty five percent) of the total issued and paid up
Equity Shares of the Borrower other than to Sponsor 2 along with relevant
Power(s) of Attorney; and
(e) Undertaking by the Sponsor 2 to, from the Sponsor Transfer Date, not
dispose Shares held by the Sponsor 2 (other than Pledged Shares)
constituting 25% (twenty five percent) of the total issued and paid up
Equity Shares of the Borrower along with relevant Power(s) of Attorney.
9.2.5 Promoter Fund Undertaking
The Borrower shall have caused the Promoter Fund to execute and furnish to the
Rupee Lenders, the Promoter Fund Undertaking in form and substance
satisfactory to the Facility Agent, wherein, inter alia, the following undertakings
shall be provided:
(a) Undertaking by the Promoter Fund to earmark an amount equal to Rs.

37,50,00,000 (Rupees Thirty Seven Crores and Fifty Lakhs Only) over and
above their Equity requirement which amount shall be utilised, up to COD,
by the Borrower to:
(i) meet any Cost Overrun in the Project so as to achieve COD by the
Scheduled Project COD or such date as extended by the Rupee
Lenders;
(ii) reduce the Rupee Commitments and/or prepay any Outstanding

Due Amounts by such amounts as determined by the Rupee
Lenders in case of any adverse tariff revision from the Banking
Base Case if the Debt Service Coverage Ratio drops to 1.15.
Provided that, any prepayment of the Outstanding Due Amounts
made under this sub clause shall not attract any Prepayment
Premium; and
(iii) meet any shortfall in the cash flows of the Borrower that is required
to meet the Debt Service obligations of the Borrower.
(b) Undertaking by the Promoter Fund to earmark an amount equal to Rs.

10,00,00,000 (Rupees Ten Crores Only) over and above their Equity
requirement, the requirement of the Borrower to maintain the required
balance in the Debt Service Reserve Account and the undertaking provided
56
under sub clause (a) above; which amount shall be utilised without having
any recourse to any assets of the Borrower, after COD till the time the
Borrower evidences project performance as per the Banking Base Case for
a continuous period of 12 months from the date of COD, by the Promoter
Fund to meet any shortfall in the cash flows of the Borrower to meet
Operations and Maintenance Costs and Debt Service.
9.2.6 Approvals
(a) The Borrower shall have obtained all Clearances (required to be obtained
prior to the Initial Drawdown Date) including without limitation the
following:
(i) Approval for power evacuation arrangements for the Project from
Rajasthan Rajya Vidyut Prasaran Nigam Limited;
(ii) approval and registration of the project with RREC;
(iii) approval from the State Level Screening Committee;
(iv) approval from National Institution of Wind Energy, for the types of
WTGs to be installed for the Project.
(b) The permission of the assessing officer under Section 281(1)(ii) of the
Income Tax Act, 1961 shall have been obtained by the Borrower and the
Sponsor 2 pledging the Shares pursuant to Section 11.26.1 (Security) of
this Agreement, for the creation of the Security.
(c) The permission of the RBI shall have been obtained by the Sponsor 1
pledging the Shares pursuant to Section 11.26.1(b) (Security) of this
Agreement, for the creation of the Security.
9.2.7 Project Documents
The Lenders Independent Engineer and the Lenders Counsel shall have completed
a preliminary review of the Project Documents which have been executed till date
and submitted its report with respect to the same, in the form and manner
satisfactory to the Facility Agent and the Borrower shall have carried out any
changes or addressed any material concerns or material issues as may be
suggested by the Lenders Independent Engineer and the Lenders Counsel to their
satisfaction.
9.2.8 Opinions of Lenders Counsels
The Rupee Lenders shall have received legal opinions from the Lenders Counsel
pertaining inter alia to the validity and enforceability of the Financing
Documents.
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9.2.9 EPC Contracts
(a) Each of the EPC Contracts shall have been executed by the respective
parties thereto (including any agreements for novation or amendment as
may be required by the Facility Agent), and shall have become (or, as the
case may be, shall remain) effective and enforceable in accordance with
their respective terms and copies thereof shall have been delivered to the
Facility Agent.
(b) The Facility Agent shall have received certified copies of the EPC
Contracts reviewed by the Lenders Independent Engineer.
9.2.10 Review of Project Costs
The Lenders Independent Engineer shall have reviewed the Estimated Project
Cost and certified that based on its review of the Transaction Documents and
other relevant information, the Estimated Project Cost is a reasonable projection
of all costs to be incurred for Final Completion.
9.2.11 Required Information and Data
The Borrower shall have provided to the Rupee Lenders all relevant information
and data as may be required by the Rupee Lenders in order to ensure that the
progress of the Project and expenditure incurred on the Project is in accordance
with the Project Schedule.
9.2.12 Amendments to Constitutional Documents
The Borrower shall have amended its Memorandum and Articles of Association to
the satisfaction of the Rupee Lenders, to inter alia provide for the appointment of
Nominee Director(s) by the Rupee Lenders, incorporation of provisions in relation
to the pledge of Shares of the Borrower, increase in the authorised share capital
and borrowing power of the Borrowers as envisaged by the Financing Plan and
any other amendments that may be required by the Rupee Lenders.
9.2.13 Opening of Trust and Retention Account
(a) The Borrower shall have submitted evidence to the Facility Agent of
having established the Trust and Retention Accounts through which all
Project cash flows including Equity and consideration received from the
sale of power shall be routed and that the benefit of the trust created over
the Accounts pursuant to the Trust and Retention Account Agreement has
been extended for the benefit of the Rupee Lenders.
(b) The amounts deposited in the Accounts shall be utilised in the manner and
priority as set out in the Trust and Retention Account Agreement.
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9.2.14 Willful Defaulter List
If the names of any of the Directors of the Borrower are added to any list of
defaulters circulated by RBI or any bank and financial institution or any caution
list issued by RBI/ Export Credit and Guarantee Corporation Limited/ Director
General of Foreign Trade etc, the Borrower shall have taken immediate steps
forthwith to remove such person from its Board.
9.2.15 Submission of Drawdown Schedule
The Borrower shall have submitted the Drawdown Schedule to the Rupee Lenders
along with the Drawdown Notice for Initial Drawdown.
9.2.16 Construction of Project
(a) The Facility Agent shall have received a true, correct and complete copy
of the Construction Budget for the Project, which shall be certified by an
Authorised Officer of the Borrower, satisfactory to the Lenders
Independent Engineer and accepted by the Facility Agent/Rupee Lenders
in writing, which shall include but not be limited to:
(i) the Scope of Work and Contract Price for the Contracts; and
(ii) the amount of Estimated Project Costs and timing (including

interest during construction).
(b) The Facility Agent shall have also received the construction schedule of
the Project, the construction organizational chart, copies of the Contracts,
the disbursement schedule and other related contracts and the payment
schedule in relation to the payments to the Contractors which shall be in
accordance with the Construction Budget and duly certified by the Lenders
Independent Engineer.
9.2.17 Transmission Arrangements
The Facility Agent shall have received satisfactory finalized plan from the
Borrower in relation to adequate arrangements for access roads, right of way and
other utilities required for the Project, and the Borrower shall have submitted the
finalised plan in relation to the same to the Facility Agent.
9.2.18 Fees, Expenses
The Borrower shall have paid or arranged for payment of all fees, expenses and
other charges payable by it to the Secured Parties and/ or the Facility Agent under
the Financing Documents.
9.2.19 Insurance
(a) The Borrower shall have obtained the Insurance Contracts (including
59
reinsurance) as recommended by the Lenders Insurance Advisor and shall
have provided to the Facility Agent a certificate or other acceptable
evidence and such certificate or other evidence shall accurately describe
the insurance obtained by the Borrower and shall also certify that all such
insurance is in full force and effect and conforms in all respects to the
insurance required to be obtained on or before the proposed Drawdown
Date as recommended by the Lenders Insurance Advisor. The Borrower
shall also have caused the Contractor to obtain the insurance as required to
be obtained by them under the Project Documents and shall have
submitted to Facility Agent each of the certificate or other evidence
required to be provided pursuant to the Project Document. Further, the
Borrower shall also submit evidence that all premia due and payable by the
Borrower with respect to the insurance described therein have been paid
on and as of the Initial Drawdown Date.
(b) The Borrower shall have suitably endorsed the Insurance Contracts in
favour of the Security Trustee, in a form and manner satisfactory to the
Rupee Lenders.
(c) The Facility Agent shall have received a letter from the Borrower’s
insurers confirming that all premia due and payable as of the relevant
Drawdown Date have been paid and no insurance premia are overdue.
9.2.20 Hedging Arrangements
The Borrower shall make arrangements for a prudent currency and interest
hedging strategy as per the Borrower’s policy which shall have been duly
approved by the Board and the Borrower shall report all the derivatives/hedging
transactions to the Rupee Lenders, if applicable.
9.2.21 Transaction Documents
Each of the Transaction Documents to the extent executed till date (other than the
Transaction Documents which are required to be executed after the Initial
Drawdown Date as per the terms and conditions of this Agreement) shall have
been executed by the respective parties thereto and shall have become (or, as the
case may be, shall remain) effective and enforceable in accordance with their
respective terms and copies thereof shall have been delivered to the Facility Agent
together with a certificate of the Borrower to the effect that each such Transaction
Document is true, correct and complete in all respects, and in full force and effect.
9.2.22 Certificates
(a) The Borrower shall have submitted a certificate from its Authorised
Officer confirming:
(i) the fulfilment of the conditions precedent by each of the

contracting parties to the Transaction Documents (excluding such
Security Document that pertain to the creation of Security Interest
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over the immovable assets of the Borrower);
(ii) the effectiveness of each of the Transaction Documents (excluding

such Security Documents that pertain to the creation of Security
Interest over the immovable assets of the Borrower);
(iii) all registration, notices and filings which are necessary in relation
to the Transaction Documents (excluding such Security Document
that pertain to the creation of Security Interest over the immovable
assets of the Borrower) have been completed;
(iv) each EPC Contract is true, correct and complete in all respects, and
in full force and effect;
(v) no Director is on its Board who is also a director on the board of a

willful defaulter as specified in the RBI/CIBIL list of willful
defaulters;
(vi) all representations and warranties of the Borrower in relation to the

Transaction Documents are true and correct in all respects with the
same being in full force and effect as though such representations
and warranties have been made on and as of the date of such
certificate;
(vii) there is no continuing Event of Default or Potential Event of

Default under the Financing Documents or any event of
default/potential event of default under the Project Documents
which has not been cured or waived in accordance with the terms
of such Financing Documents or Project Documents respectively;
and
(viii) no event has occurred with respect to the Project and the Borrower
having a Material Adverse Effect.
(b) The Borrower shall have submitted a certificate of the Authorised Officer
of the Borrower certifying that the Borrower, its Directors and/or
Authorised Officers listed therein have the necessary powers under the
Memorandum and Articles of Association of the Borrower to borrow or
avail the Rupee Facility and enter into the other Financing Documents that
the borrowing or availing of the Rupee Facility would not cause any
borrowing limit binding on the Borrower to be exceeded.
(c) The Borrower shall have submitted a certificate from its Auditors
certifying to the Facility Agent/Rupee Lenders that the Sponsor 1 has
infused an amount equivalent to 100% (one hundred percent) of the
Required Equity towards contribution to the equity of the Borrower
(“Upfront Equity”) and the same has been utilized for the Project or
deposited in the Construction Account as per the provisions of the Trust
and Retention Account Agreement. Provided that all amounts already
61
infused by the Sponsors or Promoter Fund and/or utilized by the Borrower
for the Project shall be taken into account in computing the Upfront
Equity, to the extent certified by the Auditor.
9.2.23 Lease Deed
The Borrower shall undertake to ensure that the EPC Contractor shall comply with
the requirements of the Lease Deed to achieve COD within 2 years of grant of
land allotment or such extension of timelines as may be provided by the Lessor.
9.2.24 Transmission Arrangements
The Borrower shall have provided evidence, as certified by the Lenders

Independent Engineer to the satisfaction of the Facility Agent that:
(a) the EPC Contractor has completed construction of at least 40% (forty per
cent) of the transmission tower foundations required to be constructed for
the Transmission Line;
(b) the EPC Contractor has completed construction of at least 20% (twenty per
cent) of the transmission towers required to be constructed for the
Transmission Line; and
(c) the EPC Contractor has placed the order for supply of the transformer
required to be installed in the pooling sub station.
9.3 Conditions Precedent to All Subsequent Drawdowns
Any subsequent Drawdown (after the Initial Drawdown) under this Agreement
(including by way of issuance of LCs) shall be subject to the fulfillment or waiver
(to the extent applicable), prior to or concurrently with each such Drawdown, in a
manner satisfactory to the Facility Agent of the following conditions, such
satisfaction to be recorded in writing, and the acceptance of the benefits of each
Drawdown shall constitute a representation and warranty by the Borrower to the
Rupee Lenders that all the conditions specified in this Section 9.3 have been
satisfied or waived by such of the Facility Agent as of that time:
9.3.1 Certificates
(a) The Borrower, Sponsors and Promoter Fund shall have submitted a
certificate duly signed by an Authorised Officer of the Borrower or the
Sponsors or the Promoter Fund, as the case may be, certifying that the
Borrower and/or the Sponsors and/or the Promoter Fund has performed in
all respects, all of its obligations required to be performed under the
Transaction Documents prior to the date of such Drawdown. The
Borrower shall have further confirmed that the Other Counterparties, the
Offtaker and the Contractors have performed in all respects all of their
respective obligations required to be performed under the Transaction
Documents prior to the date of such Drawdown.
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(b) There is no Event of Default or Potential Event of Default under the
Transaction Documents which has not been cured or waived in accordance
with the terms of the Transaction Documents, all Transaction Documents
shall be in full force and effect and all representations and warranties made
by the Borrower, the Sponsors, the Promoter Fund, and to the best of the
knowledge of the Borrower any Other Counterparties, the Offtaker and
Contractors in any Transaction Documents shall be true and correct in all
material respects with the same force and effect as though such
representations and warranties had been made on and as of such date of
Drawdown.
(c) The Borrower shall have delivered to the Facility Agent, a certificate of an
Authorised Officer of the Borrower stating that there are no Legal
Proceedings pending in India or any other jurisdiction against the
Borrower or its assets or regarding the effectiveness or validity of any of
the Clearances or the Transaction Documents in connection with the
Borrower, the Sponsors, the Promoter Fund, any Other Counterparties, the
Offtaker or the Contractors.
(d) The Borrower shall certify that no Adverse Change has occurred with
respect to the Project, the Borrower, the Sponsors and the Promoter Fund.
(e) There shall not have occurred any event that would restrict directly or
indirectly the Borrower’s borrowing power or authority or its ability to
borrow under the Financing Documents due to any provision in its
Memorandum and Articles of Association or any provision contained in
any document by which the Borrower is bound, or any Applicable Law.
(f) The Borrower shall confirm that all regulatory/ non statutory approvals,
Clearances and corporate approvals previously obtained shall remain in
full force and effect and no event shall have occurred which would render
void any of the above.
(g) On the date of each Drawdown, after giving effect thereto, the Borrower
shall have submitted a certificate to the Facility Agent confirming
compliance with all Financing Documents and (c) the Drawdown is as per
the Drawdown Schedule.
(h) The Borrower shall have submitted a certificate issued by an Authorised

Officer of the Borrower not below the rank of Director of the Borrower,
stating that all representations and warranties of the Borrower, the
Sponsors, the Promoter Fund and to the best of knowledge of the Borrower
of all Other Counterparties, the Offtaker and the Contractors to the
Transaction Documents are true and correct in all respects with the same
force and effect as though such representations and warranties have been
made on and as of the date of Drawdown.
(i) The Borrower shall have submitted a certificate, in form satisfactory to the
63
Facility Agent signed by an Authorised Officer of the Borrower and
expressed to be effective as of the date of the relevant Drawdown, stating
that the Borrower is in compliance with all provisions of the Transaction
Documents.
(j) The Facility Agent shall have received confirmation from the Borrower
that all conditions for Drawdown (other than this condition) in this
Agreement have been satisfied.
(k) The Facility Agent shall have received a certificate from an Authorised
Officer of the Borrower certifying that the Project and the Borrower are in
compliance in all material respects with all Applicable Laws in effect as on
date of the relevant Drawdown.
(l) The Facility Agent shall have received a certificate from the Lenders
Independent Engineer stating that each Drawdown amount is in
accordance with the Drawdown Schedule. The Facility Agent shall have
also received a certificate from the Lenders Independent Engineer in the
format set forth in Exhibit 4 of this Agreement.
9.3.2 Fees and Expenses
The Borrower shall have paid all fees, expenses and other charges then payable by
it under the Financing Documents.
9.3.3 Clearances, Permits and Consents
The Borrower shall have obtained and cause to be maintained in full force and
effect all regulatory/ non statutory approvals and Clearances required to be
obtained prior to the relevant Drawdown Date, to the satisfaction of the Rupee
Lenders and the Lenders Independent Engineer and Lenders Legal Counsel have
vetted the adequacy/ acceptability of such Clearances/approvals and compliance
of conditions therein, to the satisfaction of the Rupee Lenders.
9.3.4 Lien Waivers
In connection with any Drawdown to be applied to the payment or reimbursement

of Project Costs under the Contracts, the Facility Agent shall have received the
lien waivers, if any, contemplated to be delivered pursuant to the provisions of the
Contracts.
9.4 No Waiver
9.4.1 No course of dealing or waiver by the Rupee Lenders or the Facility Agent in
connection with any condition of effectiveness of this Agreement or any condition
of Drawdown under this Agreement or any other Financing Document shall
impair any right, power or remedy of the Rupee Lenders or the Facility Agent
with respect to any other condition of effectiveness of this Agreement or any
conditions of Drawdown, or be construed to be a waiver thereof, nor shall the
64
action of the Rupee Lenders or the Facility Agent in respect of any Drawdown
affect or impair any right, power or remedy of the Rupee Lenders or the Facility
Agent in respect of any other Drawdown.
9.4.2 Unless otherwise notified to the Borrower by the Facility Agent and without
prejudice to the generality of Section 9.4.1 above, the right of the Facility Agent
to require compliance with any condition under this Agreement or the relevant
Financing Documents which may be waived by the Facility Agent in respect of
any Drawdown is expressly preserved for the purpose of any subsequent
Drawdown.
9.4.3 Any request by the Borrower for a waiver of a condition in Sections 9.1
(Conditions Precedent to Effectiveness) 9.2 (Conditions Precedent to Initial
Drawdown) and 9.3 (Conditions Precedent to all Subsequent Drawdowns) shall
be in writing and delivered to the Facility Agent and the Rupee Lenders at least
fifteen (15) Business Days prior to the proposed Initial Drawdown Date or
Drawdown Date as applicable.
9.5 Final Drawdown Review
The Auditors shall review Project Costs incurred prior to the final Drawdown
under the Rupee Facility at the end of each Fiscal Quarter in the event of any
deviation from the assumption taken at the time of appraisal. Pursuant to the
review mentioned hereinabove, if the Rupee Lenders determine that the Project
Costs are less than the Estimated Project Costs, then the amount of the Rupee
Facility shall be reduced, as specified by the Rupee Lenders.
9.6 Delivery of Certificates
9.6.1 All the certificates, legal opinions, communications, notices and other documents
and papers referred to in Sections 9.1 (Conditions Precedent to Effectiveness) 9.2
(Conditions Precedent to Initial Drawdown) and 9.3 (Conditions Precedent to all
Subsequent Drawdowns) to be delivered thereunder, unless otherwise specified,
shall be delivered to the Facility Agent and in sufficient counterparts and unless
otherwise specified, shall be in form and substance satisfactory to the Facility
Agent. Notwithstanding the foregoing, all of the certificates, legal opinions,
communications, notices and other documents and papers referred to in Sections
9.1 (Conditions Precedent to Effectiveness) 9.2 (Conditions Precedent to Initial
Drawdown) and 9.3 (Conditions Precedent to all Subsequent Drawdowns) shall
be addressed to the Rupee Lenders and the Facility Agent. Upon request of the
Rupee Lenders, copy of all certificates, legal opinions, communications, notices
and other documents and papers referred to it Sections 9.1 (Conditions Precedent
to Effectiveness) 9.2 (Conditions Precedent to Initial Drawdown) and 9.3
(Conditions Precedent to all Subsequent Drawdowns) that have been delivered to
the Facility Agent by the Borrower shall be submitted by the Borrower to the
Rupee Lenders for the purposes of determining compliance of the provisions of
Sections Sections 9.1 (Conditions Precedent to Effectiveness) 9.2 (Conditions
Precedent to Initial Drawdown) and 9.3 (Conditions Precedent to all Subsequent
65
Drawdowns).
9.6.2 The Borrower agrees and undertakes that upon a request of the Rupee Lenders, a
copy of all certificates, legal opinions, communications, notices and all other
documents required to be provided to the Facility Agent under Sections Sections
9.1 (Conditions Precedent to Effectiveness) 9.2 (Conditions Precedent to Initial
Drawdown) and 9.3 (Conditions Precedent to all Subsequent Drawdowns) of this
Agreement, shall also be submitted to the Rupee Lenders for determining
compliance with the provisions of Sections 9.1 (Conditions Precedent to
Effectiveness) 9.2 (Conditions Precedent to Initial Drawdown) and 9.3
(Conditions Precedent to all Subsequent Drawdowns) of this Agreement.
9.7 English Translations
If any Transaction Document, Clearance, notice, certificate, instrument,

communication or other document required to be delivered to any Person pursuant
to this Section 9 (Conditions Precedent) is not originally executed, delivered or
given in English (regardless of whether such requirement arises before or after the
date of Financial Close), the Borrower, shall promptly after the delivery of such
Transaction Document, Clearance, notice, certificate, instrument or other
document, additionally and at its own expense, provide to such Person:
(a) in the case of any Transaction Document, any communication from the
Government and any Clearance, certified, official English translation
prepared by:
(i) a translator identified as an approved translator for the high court

of any State in India; or
(ii) another translator reasonably acceptable to the Facility Agent and

the Rupee Lenders, and
(b) in the case of any other document, an English translation thereof certified
by an Authorised Officer of the Borrower to be complete and accurate in
all material respects.
9.8 Consents and Determinations
Subject to Section 9.5 (Final Drawdown Review) of this Agreement, the Borrower
and the Rupee Lenders agree and acknowledge that all consents and
determinations expressed to be given or made by the Rupee Lenders or to the
satisfaction of the Facility Agent or Rupee Lenders as per the terms and
conditions of this Agreement, shall be given or made, and provided, by the
Facility Agent to the Borrower directly.
10. REPRESENTATIONS AND WARRANTIES
In order to induce each Secured Party to enter into this Agreement and the other
Financing Documents and to disburse the Rupee Facility in terms thereof, the
66
Borrower makes the following representations and warranties as of the date hereof
and as of the Initial Drawdown Date and each Repayment Date other than those
made as of a particular date, which representations and warranties shall survive
the execution of this Agreement and the making of the Drawdowns under the
Financing Documents till the Final Settlement Date.
10.1 Corporate Organisation and Authorisations
10.1.1 The Borrower:
(a) is a duly organised and validly existing company under the laws of India;
(b) has the power and authority to execute and deliver the Transactions
Documents and own its property and assets and perform its obligations
under the Transaction Documents;
(c) has the right and is duly qualified to transact the business in which it is
engaged or proposes to be engaged as it is conducted in all applicable
jurisdictions and will obtain and maintain all franchises and rights
necessary for the conduct of its business and operations in such
jurisdictions and to do all things necessary or appropriate in respect of the
Project and to consummate the transactions contemplated by this
Agreement and the other Transaction Documents to which it is a Party.
10.1.2 All acts, conditions and things required to be done, fulfilled or performed and all
authorisations required or essential, for the purpose of the Project or for the entry
and delivery of this Agreement and the Transaction Documents or for the
performance of the Borrower’s Obligations in terms of and under this Agreement
and the Transaction Documents have been done, fulfilled, obtained, effected and
performed and are in full force and effect and no such authorisation has been
revoked or cancelled.
10.2 No Contravention
Neither the execution nor the delivery by the Borrower of this Agreement and the
other Transaction Documents to which it is a Party, nor the Borrower's
compliance with or performance of the terms and provisions hereof or thereof, nor
the use of the proceeds under each of the Drawdowns as contemplated by this
Agreement will:
(a) contravene any provision of any Applicable Law or any order, writ,
injunction or decree of any court or Governmental Authority binding on
the Borrower;
(b) conflict or be inconsistent with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a Potential Event of
Default or Event of Default under, or result in the creation or imposition of
(or the obligation to create or impose) any Security Interest upon any of
the property or assets of the Borrower pursuant to the terms of any
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indenture, mortgage, deed of trust, credit agreement, any Financing
Document, or any other agreement, contract or instrument to which the
Borrower is a Party or by which it or any of its property or assets is bound
or to which it may be subject; or
(c) violate any provision of the Memorandum and Articles of Association of

the Borrower.
10.3 Filings and Payments
10.3.1 The Borrower certifies that all registrations, recordings, filings and notarisations
of any Transaction Documents then executed and all payments of any tax or duty,
including without limitation stamp duty, registration charges or similar amounts
which are required to be effected or made by the Borrower which is necessary to
ensure the legality, validity, enforceability or admissibility in evidence of the
Transaction Documents then executed have been made. The Borrower should
have submitted a copy of all registrations, recordings, filings and notarisations of
any Transaction Documents to the Facility Agent for their records.
10.3.2 The Borrower has filed all tax returns and paid all Taxes and fees, including in
relation to stamp duties and registration fees due and payable.
10.4 Events of Default, Legal Proceedings, Material Adverse Effect
10.4.1 The Borrower confirms that there has not occurred any amendment or
modification of any Transaction Document other than in accordance with the
provisions of this Agreement.
10.4.2 Other than the Legal Proceedings disclosed to the Facility Agent, the Borrower
confirms that there has not been initiated nor is there any pending Legal
Proceedings, relating to the Project, the Borrower or its assets, the Sponsors and,
the Promoter Fund.
10.4.3 The Borrower confirms that no Event of Default or Potential Event of Default
(however defined therein) has occurred or is subsisting under any Transaction
Document which has a Material Adverse Effect.
10.5 Consents
The Borrower confirms that with respect to the Borrower, the Sponsors, the
Promoter Fund and, all Other Counterparties no Clearance or validation of, or
filing, recording or registration with, or exemption or waiver by, any
Governmental Authority, is required to authorise, or is required in connection
with, (i) the execution, delivery and performance of this Agreement and the other
Transaction Documents to which they are party, (ii) the legality, validity, binding
effect or enforceability hereof or thereof or (iii) the ownership, construction or
operation of the Project as contemplated by the Project Documents. The Borrower
confirms that all Clearances shall be valid and subsisting till the Final Settlement
Date and shall not be varied or modified (other than as required under Applicable
68
Law) without the prior consent of the Facility Agent. The Borrower further
confirms that no notice has been received and the Borrower is not aware of any
reason to believe that any authorisation/ Clearance which is necessary or required
to be obtained in relation to the Project will not be granted or obtained. For the
purpose of this Section 10.5 “Transaction Documents” shall mean Financing
Documents and Project Documents except any document designated as a
Transaction Document after the Initial Drawdown Date to which the Borrower is
not a party.
10.6 Compliance with Laws
10.6.1 The Borrower, the Sponsors, the Promoter Fund and to the best of the Borrower’s
knowledge all Other Counterparties, the Offtaker and Contractors are in
compliance in all respects with all Applicable Laws, governmental authorisations
for the development, construction, ownership and operation of the Project.
10.6.2 The Borrower certifies that the Project is being carried out in compliance with all
Applicable Laws.
10.6.3 Neither the Project Site nor the Wind Farm (nor any other property with respect to
which the Borrower has retained or assumed liability either contractually or by
operation of law) has been affected by any hazardous material in a manner which
does or is reasonably likely to give rise to any liability of the Borrower under any
Applicable Law nor is there disposal of any hazardous material by the Borrower
outside the Project Site.
10.7 Good Title
10.7.1 From the time the Borrower has acquired leasehold rights or sub leasehold rights
on the Project Site, the Borrower has lawful possession of the Project Site and
owns all the other property, assets and revenues on which it grants or purports to
grant Security Interest(s) pursuant to the Security Documents to be executed by
the Borrower, in each case free and clear of any Security Interest (other than the
Permitted Security Interest) and further confirms that the Security Interest(s)
created or expressed to be created over such property and assets by the Security
Documents is valid and enforceable.
10.7.2 From the time the Borrower has acquired leasehold rights or sub leasehold rights
on the Project Site, the Borrower is lawfully possessed of the possession and other
interests and rights with respect to the Project Site and on which it purports to
grant Security Interest including any special purpose facilities on the Project Site,
free of all Security Interests (other than Permitted Security Interests).
10.7.3 There are no Security Interests subsisting or in existence on any of the Borrower’s
assets, other than the Permitted Security Interests.
10.8 No Subsidiaries
The Borrower has no subsidiaries and owns no equity interest in any other Person.
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10.9 Sufficient Funds
Undisbursed monies in the Accounts, together with the aggregate of:
(a) amounts those are committed under the Financing Documents;
(b) proceeds of insurance received and available to the Borrower;
(c) Loss Proceeds;
(d) liquidated damages and other amounts that have crystallised pursuant to
the Transaction Documents; and
(e) without duplication, amounts available under the Sponsor Support

Agreement and the Promoter Fund Undertaking,
equal or exceed the amount necessary to pay all remaining Estimated Project
Costs and all fees and other amounts to be paid with respect to the Rupee Facility.
10.10 Utility Services
All utility services necessary for the construction, operation and maintenance of
the Project, including, as necessary, but not limited to storm and sanitary sewer,
electricity and telephone services and facilities, are, or will be when needed to be,
available to the Project and, to the extent necessary, arrangements in respect
thereof have been made on commercially reasonable terms.
10.11 Security
(a) The Borrower certifies that all Security Documents executed, delivered
and registered shall create the Security expressed to be created thereby
over the assets referred therein and such assets are not subject to any prior
Security Interests (other than Permitted Security Interests, if any).
(b) The Borrower confirms that the claims of each of the Secured Parties shall
rank pari passu inter se.
(c) The Borrower has not created any Security Interest upon any of its present
or future revenues or other assets in favour of any Person other than the
Secured Parties nor does it have any obligation to create any Security
Interest other than the Permitted Security Interests.
(d) The provisions of the Security Documents executed, delivered and

registered are effective to create, in favour of the Security Trustee for the
benefit of the Secured Parties, legal, valid and enforceable Security
Interest on all of the property, assets and revenues of the Borrower on
which the Borrower purports to grant Security Interest pursuant thereto,
and all necessary and appropriate recordings and filings have been made in
all appropriate public offices, and all other necessary and appropriate
70
action has been taken so that each such Security Document executed,
delivered and registered creates an effective Security Interest on all right,
title, estate and interest of the Borrower in the property, assets and
revenues of the Borrower covered thereby and all necessary and
appropriate consents to the creation, effectiveness, and enforcement of
such Security Interests have been or will be obtained from each of the
parties to the Transaction Documents and the relevant Governmental
Authorities.
10.12 Insurance
The Borrower certifies that all insurance as per the Insurance Contracts have been
put in place at the times and in the manner required herein and are as
contemplated herein in full force and effect, it has complied with all its obligations
under the Insurance Contracts and no event or circumstances have occurred nor
has there been any omission to disclose a fact which in any such case would
entitle any insurer to avoid or otherwise reduce its liability thereunder to less than
the amount provided in the relevant policy and insurance coverage provided by
such insurance.
10.13 Intellectual Property
The Borrower has lawful and valid right to use free and clear of any pending
Security Interest, all Intellectual Property Rights necessary for implementation of
the Project. The Borrower confirms that all actions (including registration,
payment of all registration and renewal fees) required to maintain the same in full
force and effect have been taken. Further, none of the Intellectual Property Rights
owned or enjoyed by the Borrower, or which the Borrower is licensed to use,
which are material in the context of the Borrower’s business and operations are
being infringed by the Borrower.
10.14 Project Schedule
The Project Schedule accurately specifies the work that the Contractors (for the
Scope of Work) propose to complete in each month from the Initial Drawdown
Date till Final Completion, all of which can be expected as on the date of
providing this representation, to be achieved for the timely construction of the
Project in the manner contemplated by the Transaction Documents.
10.15 No Immunity
10.15.1The execution or entering into by the Borrower of the Transaction Documents

constitute and its exercise of its rights and performance of its obligations under
the Transaction Documents will constitute, private and commercial acts done
and performed for private and commercial purposes.
10.15.2The Borrower, the Sponsors and the Promoter Fund are not, will not be entitled to
and will not claim sovereign immunity for itself or any of its properties, assets,
revenues or rights to receive income from any contract, suit or from the
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jurisdiction of any court, from execution of a judgment suit, execution,
attachment or other legal process in any proceedings in relation to the
10.16 All Representations and Warranties
The Borrower confirms that all representations and warranties of the Borrower set
forth in the Project Documents are true, complete and correct in all respects at the
time as of which such representations and warranties were made or treated as
being made.
10.17 Capital of Borrower
10.17.1As on the date of this Agreement the authorised capital of the Borrower is Rs.
40,00,00,000 (Rupees Forty Crores only) divided into Equity Shares of Rs. 10
(Rupees Ten) each.
10.17.2The Borrower does not have outstanding as of the date hereof and as of the date of
each Drawdown, (i) any subordinated indebtedness other than the Shareholder
Loan, (ii) any securities convertible into or exchangeable for its equity other
than Shareholder Loans or (iii) other than as set forth in the Sponsor Support
Agreement and the Promoter Fund Undertaking, any rights to subscribe for or to
purchase, or any options for the purchase of, or any agreements, arrangements or
understandings providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to its equity.
10.18 Transaction Documents
(a) (i) The Borrower has, or by the Initial Drawdown Date will have, duly
executed and delivered each of the Transaction Documents (except
for the Transaction Documents which in terms of this Agreement
are required to be entered into on a subsequent date) to which it is a
Party, and each of such Transaction Documents constitutes or,
when executed and delivered, will constitute, its legal, valid and
binding obligation enforceable without any further action being
required with respect to such documents on the part of the Secured
Parties or the Facility Agent.
(ii) The Facility Agent has received a true, complete and correct copy
of each of the Transaction Documents (to the extent required) in
effect or required to be in effect as of the date this representation is
made or regarded as made (including all exhibits, schedules, side
letters and disclosure letters referred to therein or delivered
pursuant thereto, if any).
(iii) The Borrower certifies that all registrations, recordings, filings and
notarisations of any Transaction Document executed up to the
relevant date and all payment of any tax or duty, including without
limitation, stamp duty, registration charges or similar amounts
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which are required to be effected or made by the Borrower which is
necessary to ensure the legality, enforceability or admissibility in
evidence of such Transaction Documents have been made.
(b) The services to be performed, the materials to be supplied and the

easements, licenses and other rights granted or to be granted to the
Borrower pursuant to the terms of the Transaction Documents provide or
will provide the Borrower with all rights and property interests required to
enable the Borrower to obtain all services, materials or rights (including
access) required for the design, construction, start-up, operation and
maintenance of the Project, including the Borrower's full and prompt
performance of its obligations, and full and timely satisfaction of all
conditions precedent to the performance by others of their obligations,
under the Transaction Documents, other than those services, materials or
rights that reasonably can be expected to be obtained in the ordinary
course of business without material additional expenses or material delay.
(c) All conditions precedent to the obligations of the respective parties under
the Project Documents have been satisfied as of the date of this Agreement
or will be satisfied when required or, with the written consent of the
Facility Agent, waived.
10.19 True and Complete Disclosure
(a) The Borrower certifies that the financial statements of the Borrower
delivered to the Facility Agent are accurate in all respects as of the date of
such statements.
(b) The Borrower certifies that all information whether in writing, electronic
form or otherwise or documents furnished to the Secured Parties or any
representatives of the Secured Parties in connection with the transaction
contemplated hereby by or on behalf of the Borrower is true, correct and
complete in all respects on the date hereof, and is not false or misleading
in any respect nor incomplete by omitting to state any fact necessary to
make such information not misleading in any respect. No fact is known to
the Borrower which could be expected to have a Material Adverse Effect
which has not been disclosed in writing to the Facility Agent prior to the
execution of this Agreement.
10.20 No Other Business
The Borrower is not engaged in any business or trade other than in connection
with its participation in the transactions contemplated by the Transaction
Documents.
10.21 Fees and Enforcement
10.21.1Except for fees and Taxes that have been paid in full or will have been paid in full
on or by the date when such fees and Taxes are due, no fees or Taxes are
73
required to be paid for the legality, validity or enforceability of the Transaction
Documents.
10.21.2 This Agreement and each of such Transaction Documents executed and
delivered as of the date this representation is made or regarded as made are each
in proper legal form under: (i) Applicable Law; and (ii) for the enforcement
thereof in such jurisdiction without any further action on the part of the Facility
Agent or any Secured Party.
10.22 Budgets and other Items
10.22.1The Construction Budget accurately specifies all costs and expenses previously
incurred and the Borrower’s best estimate of all costs and expenses anticipated
to be incurred in order to achieve Final Completion in accordance with the
timetable set out in the Project Schedule, all as confirmed by the Lenders
Independent Engineer.
10.22.2All projections and budgets, including the projections of revenues and expenses
contained in the initial Operating Budget, the Banking Base Case and the Project
Schedule furnished or to be furnished to the Facility Agent by the Borrower and
the summaries of significant assumptions related thereto:
(a) have been and will be prepared with due care;
(b) will present, in all material respects, the Borrower’s expectations as to the
matters covered thereby as of such date;
(c) are based on and will be based on all factual and legal matters in respect of
the estimates therein (including dispatch levels, interest rates and costs);
(d) are and will be in all material respects consistent with the provisions of the
Transaction Documents; and
(e) are prepared on a basis consistent with the financial statements referred to
in this Agreement. There are no statements, assumptions or conclusions in
any of the projections or budgets which are based upon or include
information known to the Borrower to be misleading in any material
respect or which fail to take into account material information regarding
the matters reported therein.
10.23 Transactions with Affiliates
The Borrower is not a party to any contract or agreement with, nor has any other
commitments to any of its Affiliates which would result in a Material Adverse
Effect or the transaction contemplated thereby or transactions or terms and
conditions are at least as favorable to the Borrower as would be obtainable by the
Borrower in a comparable arms-length transaction with a Person other than an
Affiliate.
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10.24 No Additional Fees
Other than as contemplated in the Banking Base Case and the Construction
Budget or as approved by the Facility Agent, the Borrower has not paid nor
become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of arranging the financing of the transactions
contemplated by the Transaction Documents.
10.25 No Other Powers of Attorney
The Borrower has not executed and delivered any powers of attorney or similar
documents, instruments or agreements, or made arrangements except for those
issued under the Security Documents or any powers authorizing modification,
amendments or signatures of the Transaction Documents or those issued in the
ordinary course of business or those permitted under the Phase I Financing
Documents.
10.26 Investments
Other than Permitted Investments, the Borrower has not acquired any equity in,
loaned money, extended credit or made deposits with or advances (other than
deposits or advances in relation to the payment for goods and equipment the
making of which is expressly contemplated pursuant to the Project Documents) to
any Person or purchased or acquired any stock, obligations or securities of, or any
other interest in, or made any capital contribution to, or acquired all or
substantially all of the assets of, any other Person, or purchased or otherwise
acquired (in one or a series or related transactions) any part of the property or
assets of any Person (other than purchases or other acquisitions of inventory of
materials or capital expenditures, each in accordance with the Construction
Budget or the applicable Operating Budget, as the case may be).
10.27 Accounts
The most recent audited accounts of the Borrower delivered to the Facility Agent
and the Rupee Lenders:
(a) have been prepared in accordance with Indian GAAP, consistently applied;
(b) represent a true and fair view of its financial condition as at the date to
which they were drawn up; and
(c) there has been no Material Adverse Effect since the date on which those
accounts were drawn up.
10.28 Jurisdiction/ Governing Law
The Borrower’s:
(a) irrevocable submission to the jurisdiction of courts as specified in Section
75
16 (Jurisdiction) hereof; and
(b) agreement that this Agreement is governed by laws of India and is legal,
valid and binding on the Borrower under the laws of India.
10.29 Defaulter List
The names of the Borrower, the Sponsors, the Promoter Fund and/ or their
Directors do not figure in any list of defaulters circulated by RBI or any bank and
financial institution nor do the names of Directors appear in caution list issued by
RBI/ Export Credit and Guarantee Corporation Limited/ Director General of
Foreign Trade etc. If the names the Directors of the Borrower are added to any
such list, the Borrower shall take immediate steps forthwith to remove such
person from its Board.
10.30 No Immoveable Property
As on the date of this Agreement the Borrower does not hold any right or interest
in any immoveable property whatsoever.
11. AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that until the Final Settlement Date:
11.1 Project Implementation and Use of Proceeds
11.1.1 The Borrower shall:
(a) use the proceeds of the Rupee Facility to repay the Interim Facilities or to
pay the Project Costs, in accordance with the Financing Documents;
(b) fund and maintain the Debt Service Reserve Account under the Trust and
Retention Account Agreement;
(c) carry out the Project and conduct its business as per prudent industry
standards and accepted industry practices and with due diligence and
efficiency and in accordance with generally acceptable construction,
engineering, financial and business practices and, prior to Final
Completion in accordance with the Construction Budget and, at all times
after Final Completion in accordance with the Operating Budget; and
(d) cause the construction of the Project to be executed and completed with
due diligence and continuity (except for interruptions due to events of
Force Majeure which the Borrower will use all reasonable efforts to
mitigate), in accordance with generally accepted construction and
engineering practices.
11.1.2 Without limiting the generality of Section 11.1.1 above, the Borrower will comply
with all its obligations and cause the construction of the Project to be executed and
76
completed in accordance with:
(a) all Clearances;
(b) the Contracts;
(c) the Construction Budget;
(d) the Project Schedule; and
(e) the provisions of Section 11.5 (Compliance).
11.1.3 The Borrower shall ensure that the COD of the Project shall occur on or before the
Scheduled Project COD.
11.1.4 The Rupee Lenders reserves the right to review, at any time prior to the COD of
the Project, the Project Costs incurred or likely to be incurred and the sources of
financing available to the Borrower for the construction of the Project. If in the
opinion of the Rupee Lenders the Borrower is not likely to complete the Project
within the Scheduled Project COD or in accordance with the Project Cost or the
Project Schedule, then the Rupee Lenders may, in concurrence with the Borrower
(and such concurrence not being unreasonably withheld), stipulate such additional
conditions as it may deem necessary for the completion of the Project or reduce
the Commitments in the proportion specified in the Financing Plan. The Borrower
hereby agrees that any such additional conditions stipulated by the Rupee Lenders
and agreed to by the Borrower shall be final and binding on the Borrower.
11.1.5 The Borrower shall no later than ninety (90) days after the date of the Drawdown
or prior to each Drawdown (except the Initial Drawdown), whichever is earlier
submit to the Facility Agent a certificate from an independent chartered
accountant certifying that the end-use of proceeds of such Drawdown at the time
have been utilized for the repayment of the Interim Facilities or for the purposes
of Project Costs as permitted under this Agreement.
11.1.6 The Borrower shall ensure that physical progress as well as the expenditure
incurred on the Project is in accordance with the Project Schedule.
11.2 Information Covenants
The Borrower shall furnish to the Facility Agent copies of all the notices and
documents that are required to be given pursuant to this Section 11.2.
11.2.1 Information to be provided
Promptly, but in all cases within five (5) Business Days after any Authorised
Officer of the Borrower obtains knowledge thereof, the Borrower shall provide
notice to the Facility Agent, by facsimile, of the following:
(a) any event which constitutes a Potential Event of Default or Event of
77
Default, specifying the nature of such Potential Event of Default or Event
of Default and any steps the Borrower is taking and proposes to take to
remedy the same;
(b) an event that is likely to have a substantial effect on the profits or business
of the Borrower or that may delay completion of the Project, any material
work stoppages or design changes under the Contracts, scarcity or
unavailability of any material or equipment or an event that permits, or,
with the passage of time, would permit the Borrower or any other Party to
claim relief on account of Force Majeure;
(c) any event, circumstance or condition constituting a “Change in Law”

under the PPA, together with copies of all notices, calculations and other
correspondence between the Offtaker and the Borrower pursuant to such
provision;
(d) any event of Force Majeure affecting the Borrower or any Other
Counterparties (other than the Sponsors and the Promoter Fund), the
Offtaker or Contractors performance of any obligation under any
Transaction Document, together with copies of all notices, calculations,
data and other correspondence between such Other Counterparties (other
than the Sponsors and the Promoter Fund), the Offtaker or the Contractors
and the Borrower in respect of any such event, circumstance or condition;
(e) any notice of any application for winding up having been made or receipt
of any statutory notice of winding up under the provisions of the
Companies Act or any other notice under any other Applicable Law or
otherwise of any suit or legal process intended to be filed or initiated
against the Borrower and affecting the title to the property of the Borrower
or if a receiver is appointed of any of the properties or business or
undertakings of the Borrower;
(f) any event, conditions or circumstances adversely affecting the financial

position of any of the Borrower, the Sponsors or the Promoter Fund
including any suit or legal process taken by creditors of such companies;
(g) any one or more events, conditions or circumstances (including any event
of Force Majeure or any on-going labour strikes, lockouts, shutdowns,
slowdown or work stoppage by the Borrower's, the Contractors’ or the
Offtaker's employees or any scarcity or unavailability of materials or
equipment or fire or other similar event) that exist or have occurred that
has, had or could reasonably be expected to have a Material Adverse
Effect;
(h) any Legal Proceeding pending (a) against the Borrower or (b) with respect
to any Transaction Document or (c) against any Other Counterparty and
the Contractors;
78
(i) any proposal by any Governmental Authority to acquire compulsorily the
Borrower, any of the Security or any part of the Borrower's business or
assets (whether or not constituting an Event of Default hereunder);
(j) any dispute between the Borrower and any Other Counterparties or
Offtaker or Contractor or between the Borrower or any Other
Counterparties or Offtaker or Contractors and any Governmental Authority
in each case relating to the Project.
(k) any change in the Authorised Officers, giving certified specimen

signatures of any new officer so appointed and, if requested by the Facility
Agent, satisfactory evidence of the authority of such new officer;
(l) any actual or proposed termination, rescission, discharge (otherwise than

by performance), amendment or waiver under, any provision of any
Project Document or the existence of any event or condition which
permits, or, with the passage of time, would permit, the Borrower to serve
a termination notice under any Project Document;
(m) any notice, document, Clearance, authorisation, amendments to any

Financing Documents or Project Documents or correspondence received or
initiated by the Borrower which has a Material Adverse Effect and is
relating to the Project necessary for the performance of its obligations or
any Other Counterparties or Contractors, obligations under the Transaction
Documents;
(n) any Security Interest (other than a Permitted Security Interest) being
granted or established or becoming enforceable over any of the Borrower's
assets;
(o) any proposed material change in the design, nature or scope of the Project
or the business or operations of the Borrower;
(p) the institution or commencement of any dispute (as may be defined in the
PPA), together with copies of all notices, calculations, data and other
correspondence between the Offtaker and the Borrower in respect of such
institution or commencement;
(q) any notice received by the Borrower purporting to cancel or alter the terms
of any Insurance Contract (including any notification of any premium
increase therefore);
(r) any (i) fact, circumstance, condition or occurrence at, on, or arising from
the Project Site that results in non compliance with any Applicable Law
and the steps the Borrower is taking and proposes to take to remedy the
same; and (ii) pending environmental claim against the Borrower, or any
of the Other Counterparties or the Contractors arising in connection with
their occupying or conducting operations on or in relation to the Project or
the Project Site;
79
(s) copies of any results relative to the performance of any tests under any
Project Document;
(t) any accident resulting in loss of life of any employee of the Borrower or
any Contractor occurring at the Project Site or otherwise arising in India,
in each case in connection with the Project;
(u) the occurrence of any event in connection with the reorganisation of the
Offtaker which has an impact on the rights and obligations of the Borrower
under the PPA;
(v) the occurrence of any other event, circumstance or condition wherein the
actual Project Costs exceeds, or is expected to exceed, the Estimated
Project Costs; and
(w) the occurrence of any other event, circumstance or condition which

constitutes or results in any representation, warranty, covenant or
condition under the Financing Documents being or becoming untrue or
incorrect in any material respect.
11.2.2 Construction Schedule Milestone Dates
Within five (5) Business Days, the Borrower shall certify to the Facility Agent
(such certification to be confirmed by the Lenders Independent Engineer) of the
occurrence of Final Completion.
11.2.3 Required Information and Data
In order to inform the Rupee Lenders about the physical progress as well as
provide evidence to the Rupee Lenders that the expenditure incurred on the
Project is in accordance with the Project Schedule, the Borrower shall provide to
the Facility Agent all relevant information and data as may be reasonably required
by the Facility Agent. While delivering copies of documents, materials and
information required to be delivered under the Financing Documents and this sub-
section, the Borrower shall deliver such number of copies of all documents,
materials and information as is sufficient for onward delivery to the Rupee
Lenders or alternatively send the same to the Facility Agent with copy to the
Rupee Lenders.
11.2.4 Other Information
From time to time provide such information, documents or reports (financial or

otherwise) as the Facility Agent may reasonably require (such updates to be
agreed between the Facility Agent and the Borrower).
11.3 Financial Covenants
11.3.1 Subject to Section 11.3.2 below, from COD till the Final Settlement Date, the
Borrower shall ensure that its financial covenants as evidenced by its audited
80
financial statements shall be such that:
(a) the Project Debt to Equity Ratio shall not exceed 70:30;
(b) the Debt Service Coverage Ratio for the year does not fall below 1.15 (one
point one five); and
(c) the Fixed Asset Coverage Ratio does not fall below 1.20 (one point two
zero),
(together the “Financial Covenants”).
11.3.2 The measurement of the Financial Covenants shall be at the end of one full Fiscal
Year following the COD and each year thereafter and shall be made on the basis
of the audited annual Financial Statements for such Fiscal Year.
11.4 Maintenance of Property and Insurance
11.4.1 The Borrower will keep all its property and assets (including all plant and
machinery) in good working order and condition and shall promptly rectify any
damage to or destruction of machinery or equipment to ensure that there is no
depletion in the value of the Security, if so required by the Rupee Lenders.
11.4.2 During the construction of the Project the Borrower shall procure that the relevant
Contractor keeps and after achieving COD, the Borrower will keep the Wind
Farm, the Project Site and all other assets of the Borrower over which a Security
Interest has been or shall be created in favour of the Rupee Lenders, fully insured
against fire and such other risks as may be required by the Rupee Lenders, with
financially sound and reputable insurers satisfactory to the Facility Agent in
accordance with the terms and conditions set forth in the Insurance Contracts.
11.4.3 The Borrower will cause the Contractors performing any services in connection
with the engineering procurement or construction of the Project each to keep the
insurance described in, and fulfil all obligations set forth in, the Contracts with
financially sound and reputable insurers satisfactory to the Facility Agent against
loss or damage in such manner and to the same extent as so described.
11.4.4 Within ten (10) days after the effective date of any new or renewed insurance
policy, as provided in Section 9.2.19 (Insurance) above, submit to the Facility
Agent a certificate, from the Borrower indicating the properties insured, the type
of insurance, amounts and risks covered, names of the beneficiaries, expiration
dates, names of the insurers and special features of the insurance policies in effect
on the date of such certificate, such policies to be in form and substance, and
issued by companies, satisfactory to the Facility Agent in consultation with the
Lenders Insurance Advisor.
11.4.5 The provisions of this sub-section 11.4.5 shall be regarded as supplemental to, but
not duplicative of, the provisions of any of the Security Documents that require
the maintenance of insurance. In the event that any insurance whatsoever is
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purchased, taken or otherwise obtained by the Borrower with respect to the
Project other than as required hereunder or if not properly endorsed to the Security
Trustee as the loss payees or beneficiaries as required, such insurance shall be
considered assigned hereunder to the Security Trustee with the right of the
Security Trustee to make, settle, compromise and liquidate any and all claims
thereunder, without prejudice to the exercise of any other rights and remedies that
the Security Trustee may have under any of the other Financing Documents, or
under any law, statute or regulation now or hereafter in force.
11.4.6 During the construction of the Project the Borrower shall procure that the relevant
Contractor keeps and after achieving COD, the Borrower shall duly pay all premia
and other sums payable for the aforesaid purpose. The insurance in respect of the
assets charged/ to be charged to the Rupee Lenders shall be taken in the joint
names of the Borrower and the Rupee Lenders.
11.4.7 If any Secured Party shall pay any insurance premiums on behalf of the Borrower
in respect of any insurance policies required to be obtained by the Borrower
hereunder, the amounts paid shall be immediately reimbursed to the Secured Party
without requirement of any notice of any kind and without reference to any
dispute or controversy which the Borrower may have with the insurance provider
or the Lenders Insurance Advisor and all such amounts shall till payment thereof
remain due and payable to such Secured Party by the Borrower and till repayment,
all unpaid amount shall carry interest as provided in Section 7.4 (Default Interest)
of this Agreement.
11.5 Compliance
11.5.1 In respect of the conduct of its business and the ownership of its property, the
Borrower will comply with the Applicable Law.
11.5.2 The Borrower shall at all times keep in effect and obtain and maintain, or cause to
be obtained and maintained, in full force and effect (or where appropriate, renew)
all Clearances/ authorizations required for the purposes of the Project and all
transactions as contemplated by the Transaction Documents.
11.5.3 The Borrower will promptly make, or cause to be made, all required filings with
Governmental Authorities or similar authorities in India, to preserve, renew and
keep in full force and effect its existence and its material rights, franchises,
licenses and patents (if any) necessary for the ownership, construction or
operation of the Project pursuant to the Project Documents.
11.5.4 The Borrower will, with due diligence and in a reasonable and prudent manner,
enforce the rights granted to it in connection with the Project Documents and
applicable Clearances.
11.6 Performance of Obligations
The Borrower will perform all of its obligations under the terms of the
Transaction Documents to which it is a Party and under the terms of any other
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agreements to which it is a Party. The Borrower will maintain in full force and
effect each of the Transaction Documents to which it is a Party, except for those
Transaction Documents which shall by their terms terminate after the payment or
satisfaction in full of all obligations owing thereunder, other than those
indemnities and other provisions which by their terms survive any termination.
11.7 Inspection
The Borrower will permit officers and designated representatives of the Secured
Parties (including the Lenders Independent Engineer) to carry out technical, legal,
or financial inspections and visit and inspect during normal business hours after
providing reasonable notice, any of the properties of the Borrower, including the
Project, Project facilities, works, Project Site and buildings on the Project Site and
to examine and make copies of the books of record and accounts of the Borrower
and discuss the affairs, finances and accounts of the Borrower with, and be
advised as to the same, by its officers. All reasonable expenses incurred for any
such visit shall be borne by the Borrower. Provided that the Borrower shall
reimburse such expenses after receipt of valid invoices and payment receipts, to
the extent available.
11.8 Books, Records and Inspections, Accounting and Audit Matters
11.8.1 The Borrower will properly keep such records as are required to be maintained
under Applicable Law and the Transaction Documents and maintain such annual
accounts including but not limited to the profit and loss accounts and balance
sheets as are adequate to reflect truly and fairly the financial condition and results
of operations of the Borrower (including the progress of the Project) which shall
contain full, true and correct entries in conformity with Indian GAAP consistently
applied and all requirements of Applicable Law and such annual accounts will be
duly audited by the Auditors;. The Borrower shall, on an annual basis, furnish to
the Facility Agent its unaudited financial statements within 120 days of the close
of the Financial Year. The Borrower shall, on an annual basis, furnish to the
Facility Agent duly audited annual accounts, on the earlier of (a) within 30 (thirty)
days of placing the audited accounts before the Board or (b) within 180 (one
hundred twenty) days of the close of the Financial Year to which the accounts
relate.
11.8.2 The Borrower shall at all reasonable times afford the Secured Parties access to the
Borrower’s books.
11.8.3 In the event that the Auditors cease acting as the auditors for any reason, the
Borrower shall promptly inform the Facility Agent of the reasons for such
cessation and shall appoint in accordance with Applicable Law and maintain as its
auditor, another firm of independent chartered accountants, approved by the Board
and shareholders and acceptable to the Facility Agent and the Rupee Lenders.
11.9 Accounts
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11.9.1 The Borrower shall deposit all the cash inflows of the Project in the Accounts as
specified in the Trust and Retention Account Agreement and ensure that the
reserves required to be maintained in accordance with the Trust and Retention
Account Agreement are maintained.
11.9.2 The Borrower shall utilise the Project Proceeds in a manner and priority as agreed
to in the Trust and Retention Account Agreement.
11.9.3 The Borrower agrees and undertakes that:
(a) (i) It shall create a Debt Service Reserve Account in terms of the Trust
and Retention Account Agreement (the “Debt Service Reserve
Account”), for an amount equal to the ensuing 6 (six) months’
interest payment and Repayment Instalments due to the Rupee
Lenders (the “Debt Service Reserve Amount”). The Borrower
may maintain the Debt Service Reserve Amount in the Debt
Service Reserve Account either in the form of cash or provide a
bank guarantee acceptable to the Rupee Lenders, for the Debt
Service Reserve Amount in lieu of such deposits; and
(ii) such bank guarantee shall be renewed/reinstated by the Borrower

from time to time during the currency of the Facility
(b) Except as provided in sub clause (c) below, the amounts accumulated in
the Debt Service Reserve Account shall not be used for any purpose other
than for the Debt Service. The amount lying in the Debt Service Reserve
Account would be utilized only in case of a shortfall in cash flows for
meeting Debt Service requirements from time to time. If at any time any
amount is so utilized, the Borrower shall credit the Debt Service Reserve
Account immediately in accordance with the provisions of the Trust and
(c) The Borrower shall invest the funds in the Debt Service Reserve Account
only in Permitted Investments.
(d) The Borrower agrees that it shall not, without the prior consent of the
Facility Agent, make any Restricted Payments other than out of the
Distribution Account.
11.10 Maintenance of Property; Site Security
The Borrower will keep all its property and assets in good working order and
condition.
11.11 Taxes and Duties and Proper Legal Form
11.11.1The Borrower shall pay, or cause to be paid:
(a) all Taxes (including stamp taxes), duties, fees or other charges payable on
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or in connection with the execution, issue, delivery, registration, or
notarisation, or for the legality, validity, or enforceability of any of the
Transaction Documents and any other documents related to thereto;
(b) all Taxes, duties and fees payable by the Borrower under Applicable Law,
including but not limited to payment of (i) all present and future Taxes
imposed on it prior to the date when due and (ii) all present and future
claims, levies or liabilities which have become due and payable and which
have or, if unpaid might have become a Security Interest (other than a
Permitted Security Interest) upon, or otherwise have a Material Adverse
Effect on, the property of the Borrower (or any part thereof) provided
however, that the Borrower shall, not be required to pay any amount
otherwise payable, if such amount is being Contested in Good Faith; and
(c) the Secured Parties may pay any such Taxes, claims, levies or liabilities of
the Borrower if the Borrower fails to make such payment. The Borrower
shall, upon notice from any Secured Party reimburse such Secured Party or
its assigns for any such Taxes or other claims, levies or liabilities of the
Borrower incurred by the Secured Parties, provided that the failure of such
Secured Party to provide such written notification shall not prevent such
Secured Party from being entitled to reimbursement by the Borrower
hereunder.
11.11.2The Borrower shall promptly pay or cause to be paid all Taxes or other claims
under any valid, final judgment enforcing any such Taxes or other claims, levies
or liabilities of the Borrower.
11.11.3The Borrower shall take all such further action within its control required or in the
opinion of any Secured Party or the Facility Agent required to ensure that each
of the Transaction Documents is in the proper legal form under the laws of India
for the enforcement thereof without any further action on the part of the Facility
Agent or the Secured Parties.
11.12 Additional Documents, Filing, Clearances and Recordings
11.12.1The Borrower shall execute and deliver, from time to time, but in no event later
than ten (10) Business Days from the request made by the Facility Agent, at the
Borrower's expense, such other documents as shall be necessary or advisable in
the opinion of the Facility Agent or that the Facility Agent (acting reasonably)
may request in connection with the rights and remedies of the Facility Agent
(acting reasonably) or any Secured Party granted or provided for by the
Transaction Documents and to consummate the transactions contemplated in the
11.12.2The Borrower will do everything necessary in the judgment of any of the Secured
Parties to (a) create, perfect and maintain the Security in full force and effect at
all times (including the priority thereof), (b) preserve and protect the Security
and protect and enforce its rights and title, and the rights and title of the Secured
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Parties, to the Security and (c) transfer of any Clearances to the Borrower, in
relation to the Project, which has been obtained by another Person.
11.12.3The Borrower shall pay on demand to the Rupee Lenders, all reasonable and
actual costs incurred by their legal counsel/ company secretaries/ advisors in
connection with creation and registration of security, certification of charge
thereof with the registrar of companies, compilation of search/ status reports or
other similar matters.
11.13 Lenders Independent Engineer, Lenders Insurance Advisor and Other

Consultants
(a) The Borrower:
(i) agrees to the Lenders Independent Engineer and the Lenders

Insurance Advisor undertaking the roles described under this
Agreement, including but not limited to review of Project Costs,
Project Documents, Banking Base Case, Construction Budget,
Financing Plan, monitoring the construction and performance tests
and the operations of the Project and review and finalisation of the
Insurance Contracts, respectively, and will co-operate in all
reasonable respects with each such Person in performing its
respective role; and
(ii) subject to confidentiality agreements similar to the confidentiality

provisions to which the Secured Parties are subject pursuant to this
Agreement, will ensure that each of the Lenders Independent
Engineer and the Lenders Insurance Advisor will be provided with
all information reasonably required by such Person and will ensure
that any information which it may supply to such Person is
materially accurate and not, by omission of information or
otherwise, misleading in any material respect.
(b) The Borrower shall appoint any sub-consultants/advisors required by the

existing consultants and advisors of the Rupee Lenders, if required by the
Rupee Lenders and the costs of appointment of such additional consultants
shall be borne by the Borrower. Provided that prior to such appointment of
sub-consultants/advisors the Rupee Lenders shall seek the concurrence of
the Borrower, which concurrence shall not be unreasonably withheld by
the Borrower.
(c) The Borrower agrees that the Rupee Lenders have the right to appoint any
independent/concurrent auditors and/or consultants for the review of the
Project during the currency of the Rupee Facility.
11.14 Environmental Compliance and Audit
(a) The Borrower shall ensure that it has obtained and is in compliance with
all Clearances and authorizations under applicable environment laws and
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the Project is in compliance with Applicable Law with respect to
environment.
(b) The Borrower shall arrange for the carrying out of safety audits of its
Project for compliance with Applicable Laws to the satisfaction of the
Facility Agent and shall comply with the recommendations set out in such
audit report.
(c) The Borrower shall arrange for the carrying out of environment audits in
connection with the construction and operation of the Project, to the
satisfaction of the Facility Agent, and shall comply with all
recommendations set out therein.
11.15 Annual Budget and Operating Plan
11.15.1 (a) (i) The Operating Budget shall have been agreed and delivered for
each Operating Year, as soon as available, but in any event at least
60 (sixty) days prior to the commencement of each Operating Year,
the Borrower shall submit to the Facility Agent an annual
Operating Budget for such upcoming Operating Year (including
budgeted statements of income and sources and uses of cash and
balance sheets, the “Annual Budget”) prepared by the Borrower
and accompanied by a statement of the chief financial officer or
other Authorised Officer of the Borrower to the effect that, the
budget is a reasonable estimate for the period covered thereby and
is in compliance with the requirements of this Section 11.15. Each
Annual Budget shall contain fair and accurate estimates of project
revenues, Operation and Maintenance Costs and projected working
capital requirements for each calendar month covered by such
Annual Budget based on the Borrower’s fair and accurate
projections at such time which shall be based on all facts and
circumstances then existing and known to the Borrower and which
reflect the Borrower’s best estimate of the future results of the
Borrower and which are consistent with the Annual Operating
Plan. Each Annual Budget shall be prepared in good faith on the
basis of written assumptions stated therein which the Borrower
believes to be reasonable as to all factual and legal matters material
to such estimates. Each Operating Budget and Annual Budget shall
be subject to approval by the Facility Agent.
(ii) Unless otherwise consented to by the Facility Agent and the Rupee
Lenders in consultation with the Lenders Independent Engineer,
the Annual Budget from year to year shall be based on the same
format and be maintained on the same basis and shall provide
sufficient detail to permit a meaningful comparison to previous
years.
(iii) An Annual Budget shall become effective on the first day of the
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relevant Operating Year unless disapproved prior to such date by
the Facility Agent. If the Facility Agent does not inform the
Borrower of the Rupee Lenders’ non-approval of a submitted
Annual Budget within sixty (60) days after submission thereof to
the Facility Agent, the existing Annual Budget shall be deemed to
continue as the Annual Budget for the year pertaining to which the
approval was sought. Provided, that if there is a deviation in the
Annual Budget submitted by the Borrower and as certified by the
Lenders Independent Engineer and such deviation is less than 15%,
the same shall be deemed to be approved by the Facility Agent.
(b) If any portion of an Annual Budget is disapproved prior to the first day of
the relevant Operating Year, the Borrower shall adhere to all approved
aspects of such Annual Budget. With respect to those aspects of any
Annual Budget which are not approved, the Annual Budget for the
preceding Operating Year) (if applicable), shall be applicable thereto (and
shall for all purposes hereof be regarded as part of the approved Annual
Budget for such Operating Year) until such time as such aspects of the
Annual Budget therefore have been approved by the Facility Agent and the
Rupee Lenders.
11.15.2 The Annual Operating Plan shall consist of the Borrower’s fair and accurate
projections for the operation and maintenance of the Project for the given
Operating Year (hereinafter the “Annual Operating Plan”).
11.16 Undertakings
The Borrower undertakes as follows:
(a) to obtain such approvals as may be necessary under Applicable Laws in

accordance with the terms of Section 9.1.4 (Clearances);
(b) not to create any escrow or other similar arrangements over any of its
receivables to any Person other than the Secured Parties and the Permitted
Security Interest;
(c) to obtain all regulatory approvals as may be applicable for the deviations
in the PPA, if any and for calculations of the tariff, if required to be
calculated in a manner different from Applicable Law in force;
(d) to ensure that the authorised, issued and paid up capital of the Borrower is
at all times during the currency of this Agreement in accordance with the
Financing Plan;
(e) that all inter-group transactions relating to the Project by the Borrower
with its Affiliates are not prejudicial to the interests of the Borrower and/or
the Project; and
(f) in case of any Cost Overrun in relation to the Project, the monies required
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to meet such Cost Overrun shall be arranged by the Borrower in a manner
acceptable to the Facility Agent.
11.17 Remuneration of Directors
The Borrower undertakes that it shall not change its practice with regard to
remuneration of directors without the consent of the Facility Agent and that the
directors shall not, without the prior consent of the Facility Agent, be paid any
commission for any reason whatsoever on the occurrence and continuance of an
Event of Default.
11.18 Defaulter
If the names of the Borrower, the Sponsors, the Promoter Fund and/ or their
Directors are added in any list of defaulters circulated by RBI or any bank and
financial institution or the names of Directors appear in caution list issued by RBI/
Export Credit and Guarantee Corporation Limited/ Director General of Foreign
Trade etc. the Borrower shall take immediate steps forthwith to remove such
person from its Board.
11.19 Financing Fees
The Borrower shall pay all financing fees and charges due and payable in relation
to this Agreement to the Secured Parties on the due dates as specified thereunder.
11.20 Government, Insurance and Environmental Reports
The Borrower shall make available to the Facility Agent, as soon as available, but
in any event:
(a) within five (5) Business Days after any officer of the Borrower obtains
knowledge of any accident in connection with the Project affecting the
environment, a report describing such accident, the Borrower's plan to
assess the impact of such accident and determine the remedial efforts
required with respect to such accident and (as and when taken) the steps
implemented by the Borrower with respect thereto;
(b) within five (5) Business Days after any officer of the Borrower obtains
knowledge of any occurrence which has resulted in any premium increase
under any Insurance Contract or any cancellation or non-renewal of any
policy of insurance or any insurance coverage required to be maintained
hereby or by the PPA, a report describing such occurrence and the
potential insurance related impact thereof.
11.21 Insurance Report
Within thirty (30) days after the close of each Fiscal Year, the Borrower shall
furnish to the Facility Agent, a report by the Lenders Insurance Advisor
describing: (i) any changes to the coverage offered by the Insurance Contracts
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since the last such report; (ii) any claims made thereunder; (iii) the status of any
such claims; (iv) any changes in the global insurance market or in the Indian
insurance market affecting the availability and/ or cost of any coverage required to
be obtained hereunder or under the PPA; (v) any effect or likely effect of certain
identified events, circumstances or conditions occurring, at or affecting the Project
upon the availability and/ or cost of any coverage required to be obtained
hereunder or under the PPA; and (vi) whether insurance premiums then due and
payable by the Borrower have been paid.
11.22 Meeting with Facility Agent/ Rupee Lenders
If requested, one or more Authorised Officers of the Borrower shall meet once
annually with the Facility Agent at Mumbai or as agreed at an agreed time to
discuss the then current Annual Operating Plan and such other matters regarding
the Borrower or the Project as the Rupee Lenders may request.
11.23 Demands under certain Project Documents
In the event that the Borrower is entitled under the terms of any Project Document
to terminate such Project Document as a consequence of any default after the
expiry of any cure periods under such Project Document by the other Party
thereto, the Borrower shall, if so requested by the Secured Parties, exercise its
rights to terminate such Project Document within thirty (30) days after such
request. In the event that the Secured Parties instruct the Borrower to make a
demand or exercise its rights to terminate any other Project Document, the
Borrower shall comply with the terms and provisions of each such document with
respect to such demand. Provided that in respect of the rights under the Project
Documents which may be notified by the Facility Agent, the Borrower shall not
exercise such rights except on such terms and conditions as the Facility Agent
may determine. The Borrower also undertakes to keep the Rupee Lenders
informed in writing prior to an exercise of any right to terminate any Project
Document.
11.24 Replacement of Certain Project Participants
11.24.1 Upon request of the Secured Parties, the Borrower shall replace or consent to the
replacement of any of the Contractors in accordance with the applicable
Contracts if the Contractors have failed to perform its obligations under the
applicable Contracts and the Borrower is then entitled to terminate such
Contract. Provided that an acceptable replacement Contractor is available on
terms and conditions acceptable to the Borrower.
11.24.2 Upon request of the Secured Parties, the Borrower shall replace or consent to the
replacement of any Person (other than the Borrower) Party to any Project
Document in accordance with such Project Document if such Person has failed
to perform its obligations under the such Project Document and the Borrower is
then entitled to terminate such Project Document. Provided that an acceptable
replacement Contractor is available on terms and conditions acceptable to the
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Borrower.
11.25.1 The Borrower shall comply in all respects with the provisions of the Transaction
Documents.
11.25.2 The Borrower shall ensure that each of the Transaction Documents (excluding
such Transaction Document that has been terminated or under which the
obligations been performed) is maintained in full force and effect.
11.25.3 The Borrower covenants that there are no agreements or instruments, which
have been executed by the Borrower, to the best of the Borrower’s knowledge or
the Other Counterparties or, the Offtaker or the Contractors which have the
effect of amending or modifying the Transaction Documents.
11.25.4 The Borrower shall not enter into or further execute any new agreement in
relation to the Project with any Person, unless such agreement is approved by
the Facility Agent.
11.26 Security
11.26.1 The Obligations shall be, unless otherwise agreed to between the Borrower and
the Facility Agent, secured by the following:
(a) The following Security Interest:
(i) A first ranking mortgage and charge over all the immoveable
properties (freehold and leasehold) of the Borrower in respect or in
connection with the Project, both present and future;
(ii) A first ranking charge over all movable properties of the Borrower
including plant and machinery, machine spares, tools and
accessories, furniture, fixtures, vehicle and other movable assets in
respect of or in connection with the Project, both present and
future;
(iii) A first ranking charge over all the Borrower’s tangible and
intangible assets, including but not limited to its goodwill,
undertaking and uncalled capital, both present and future in respect
of or in connection with the Project;
(iv) A first ranking assignment of all insurance policies, performance

bonds, contractors’ guarantees and any letter of credit provided by
any person under the Project Documents;
(v) A first ranking assignment of all the rights, titles, permits,

Clearances, approvals and interests of the Borrower in, to and in
respect of the Project Documents and all Contracts relating to the
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Project;
(vi) A first ranking charge over all the book debts, operating cash
flows, receivables, all other current assets, commission, revenues
of the Borrower and the receivables under any Shareholder
Loan(s), both present and future in respect of or in connection with
the Project (the “Current Assets”); and
(vii) A first ranking charge over all the Accounts and all other bank
accounts of the Borrower in respect of or in connection with the
Project;
(b) a first ranking pledge over fifty one percent (51%) of the paid up share
capital (i.e. 51% of the Equity Shares and 51% of the Preference Shares)
and of the Debentures of the Borrower, representing fifty one percent
(51%) of the voting share capital of the Borrower (“Pledged Shares”).
Sub-sections (a) and (b) shall be collectively referred to as the “Security”.
11.26.2 Notwithstanding anything mentioned in this Agreement, the Borrower shall

create and perfect the Security (except as mentioned below) on or prior to the
Initial Drawdown Date in form and manner satisfactory to the Facility Agent.
The Borrower shall create and perfect the Security mentioned in Section
11.26.1(a)(i) within a period of 6 (six) months from Schedule Project COD or
October 31, 2015, whichever is earlier in a form and manner satisfactory to the
Facility Agent failing which all Advances made by the Rupee Lenders pending
creation and perfection of the Security shall carry Additional Interest as
stipulated in Section 7.5 (Additional Interest) of this Agreement. The Borrower
shall procure all approvals required to preserve the rights of the Rupee Lenders
and the ability of the Rupee Lenders of the Security Trustee to enforce the
Security mentioned under Section 11.26.1(a)(v) from Governmental Authorities
within sixty (60) days of COD or as may be extended by the Facility Agent in its
sole discretion.
11.26.3 The Borrower shall make out a good and marketable title to its properties to be
secured in favour of the Secured Parties to the satisfaction of Secured Parties
and comply with all such formalities as may be necessary or required for the
said purpose.
11.26.4 So long as any monies remain due and outstanding to the Secured Parties under
the Financing Documents, the Borrower undertakes to notify the Facility Agent
in writing of all its acquisitions of immoveable properties and as soon as
practicable thereafter to make out a marketable title to the satisfaction of
Secured Parties and mortgage the same, in such form and manner as may be
decided by the Secured Parties by way of first mortgage in the form and manner
acceptable to the Security Trustee.
11.26.5 The Security shall be created in the form and manner satisfactory to the Secured
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Parties.
11.26.6 The Borrower shall ensure that the Persons pledging the paid up share capital of
the Borrower pursuant to Section 11.26.1(b) execute powers of attorney
authorising the Rupee Lenders/ Security Trustee to exercise the voting rights in
respect of the Pledged Shares on the occurrence of an Event of Default.
11.26.7 The Borrower shall ensure that the Other Counterparties (other than Sponsors
and Promoter Fund), the Offtaker and the Contractors execute the relevant
Consents to Assignment.
11.26.8 Subject to as mentioned in Section 11.26.9 below, the Security created or to be

created to secure the Rupee Facility shall rank superior to any other Security
Interest created or to be created by the Borrower in favour of any Person (other
than the Secured Parties).
11.26.9 The Borrower may create first ranking Security Interest over the Current Assets,
the Accounts (other than the Debt Service Reserve Account) and all other bank
accounts for the benefit of the Working Capital Lenders. After the Borrower
has created a first ranking Security Interest over the Current Assets, the
Accounts (other than the Debt Service Reserve Account) and all other bank
accounts, the Secured Parties shall have a second ranking Security interest over
the Current Assets.
11.27 Project Progress Reports and use of Proceeds
The Borrower shall during the construction of the Project within fifteen (15)
Business Days of the end of every Fiscal Quarter, submit to the Facility Agent, a
Project Progress Report prepared by the Lenders Independent Engineer containing
information in relation to the construction of the Project highlighting the actual
deviations from the Project Schedule and updated schedule of expected physical
completion for each relevant milestone.
11.28 Cost Overrun
The Borrower shall ensure that the Promoter Fund shall finance/ fund the Cost
Overrun (including but not limited to payment of liquidated damages), if any, in
the form and manner as provided in the Promoter Fund Undertaking.
11.29 Maintenance of Shareholding
The Borrower shall submit satisfactory evidence to the Facility Agent and ensure
that Sponsors shall, till Final Settlement Date, hold 76% (seventy six percent) of
the Equity of the Borrower and shall not dilute the equity holding in the Borrower
below the abovementioned 76% (seventy six percent of the Equity)..
11.30 Transmission and Evacuation Arrangements
The Borrower shall ensure that the adequate arrangements for transmission and
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evacuation of entire power generated from the Project are completed prior to the
COD of the Project, in a form and manner satisfactory to the Facility Agent.
11.31 Arrangements for Working Capital requirements
The Borrower shall provide evidence in a form and manner satisfactory to the
Facility Agent that the Working Capital Lenders have sanctioned Working Capital
Facilities such that it may draw all amounts thereunder in accordance with the
Banking Base Case at least thirty (30) days prior to the COD of the Project.
11.32 Determination of Creditworthiness and Credit Rating
The Borrower unconditionally agrees, undertakes and acknowledges that the

Rupee Lenders shall have the right to unconditionally cancel its outstanding and
un-disbursed Commitment in the event of Deterioration of Creditworthiness of the
Borrower. The Facility Agent shall, if it has knowledge of the same, provide
notice to the Borrower if any such event leading to Deterioration of
Creditworthiness occurs and is continuing.
The Borrower further agrees and undertakes that it shall get itself rated by the
Credit Rating Agency within six (6) months from the Initial Drawdown Date and
submit a copy of such rating to the Facility Agent. Provided further, the Borrower
shall pay additional interest at the rate of 1% (one per cent) per annum over the
Lending Rate if the Borrower fails to get itself rated by the Credit Rating Agency
as required under this Agreement.
11.33 Power Purchase Agreement
The Borrower agrees and undertakes that the PPA shall at all times be binding on
the Borrower and the Offtaker and no reduction shall be made in the terms and
conditions of the PPA without the prior written consent of the Facility Agent.
11.34 Miscellaneous
(a) The Borrower shall maintain its corporate existence and right to carry on
its business and operations and ensure that it has the right and is duly
qualified to conduct its business and operations as it is conducted in all
applicable jurisdictions and will obtain and maintain all franchises and
rights necessary for the conduct of its business and operations in such
jurisdictions.
(b) The Borrower agrees to take such actions under the Contracts, as may be
directed by the Rupee Lenders to the extent the same is in accordance with
the terms of the Contracts.
(c) The Borrower shall submit to the Facility Agent projected cash flow
statements of the Project as and when reasonably requested by the Rupee
Lenders.
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(d) The Borrower shall not allow the whole or any part of the Shares to be
listed on any stock exchange without the prior written consent of the
Facility Agent, and if so listed, shall not allow such Shares or any part
thereof to be delisted from any such stock exchange without the prior
written consent of the Facility Agent.
(e) The Borrower agrees and undertakes that there shall not be in existence
any document by which the Borrower is bound, or any law, rule or
regulation or, any provision the terms of which restricts directly or
indirectly the Borrower's borrowing power or authority or its ability to
borrow under the Financing Documents.
11.35 Consortium Finance Information
The Borrower shall provide all information and certification as may be required
by the Facility Agent or the Rupee Lenders to comply with Applicable Law,
including but not limited to a confirmation from the Company’s
auditors/Company Secretary as required under circular number RBI/2008-
2009/379 dated February 10, 2009 issued by the RBI, which shall be provided on
a semi-annual basis as at September 30th and March 31st of each year. The Rupee
Lenders may require its consultants to provide certification required to determine
compliance with the abovementioned at the Borrower’s cost.
11.36 Hedging Arrangements
The Borrower shall make arrangements for a prudent currency and interest
hedging strategy as per the Borrower’s policy which shall have been duly
approved by the Board and the Borrower shall report all the derivatives/hedging
transactions to the Rupee Lenders.
12. NEGATIVE COVENANTS
The Borrower covenants and agrees that, until the Final Settlement Date, it shall,
comply with the following:
12.1 Permitted Indebtedness
The Borrower shall not contract, create, incur, assume or suffer to exist any
indebtedness for, including but not limited to, meeting any part of the cost of
equipment/ materials/ works etc for the Project, except for Permitted
Indebtedness. In the event of the Facility Agent permitting the Borrower to obtain
any subordinated loans, the Borrower shall not prepay such loans, other than the
Interim Facilities, without the consent of the Facility Agent.
12.2 Restricted Payments
The Borrower shall not make any Restricted Payments including payment of any
dividends, unless the following conditions are satisfied:
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(a) the Borrower has repaid the first Repayment Instalment;
(b) the Financial Covenants as stipulated in Section 11.3 (Financial

Covenants) have been met on the date of last testing;
(c) no Event of Default or Potential Event of Default under any Financing

Document, has occurred or is subsisting (or would be in existence if such
Restricted Payment is made);
(d) the balances required to be maintained in the Trust and Retention

Accounts are being maintained; and
(e) all repayments of principal, interest, Additional Interest, Default Interest,

costs and expenses due till such date under the Financing Documents have
been paid to the satisfaction of the Rupee Lenders.
(the above shall hereinafter be referred to as the “Restricted Payment

Conditions”).
12.3 No Other Business or Activity
The Borrower shall not: (i) carry on any business or trading activity other than in
connection with the completion or operation of the Project; or (ii) set up or have
any subsidiaries unless consent of Facility Agent has been obtained; or (iii) issue
any guarantee except as required under the Transaction Documents; or (iv)
revalue the assets and properties of the Borrower during the currency of the Rupee
Facility; or (v) suspend or terminate or take any action which would entitle the
Contractor(s) to suspend or terminate the Contracts.
12.4 Winding Up, Amalgamation and Restructuring and Sale of Assets
The Borrower shall not:
(a) wind up, liquidate or dissolve its affairs;
(b) enter into any transaction of merger, consolidation, amalgamation or

reorganisation unless approved by the Facility Agent;
(c) convey, sell, lease, let or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or any part of its property or assets
(excluding sales of electricity capacity in accordance with the PPA),
except for any Permitted Disposal unless approved by the Facility Agent;
(d) purchase or otherwise acquire (in one or a series of related transactions)

any part of the property or assets of any Person, (excluding purchases or
other acquisitions of inventory or materials or capital expenditures, which
are contemplated in the Transaction Documents or provided for in the
applicable Operating Budget or the purchase of the Tamil Nadu Property)
unless approved by the Facility Agent.
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12.5 Assignment
Other than the assignment as security of the Project Documents and any other
Transaction Documents to the Security Trustee as security for the benefit of the
Secured Parties, the Borrower will not: (i) enter into or permit the assignment of
any rights or obligations of the Borrower to any Transaction Document; or (ii)
consent to or permit the assignment of (except to the extent that such assignment
constitutes a Permitted Security Interest) any rights or obligations of any Party
(other than the Borrower) under any Transaction Document.
12.6 Other Transactions
Other than the Transaction Document, the Borrower shall not enter into any
additional contracts of a long-term nature which have a significant effect on the
Borrower’s financial position or enter into any partnership, profit-sharing, or
royalty agreement or other similar arrangement whereby the Borrower's income or
profits are, or might be, shared with any other Person, or enter into any
management contract or similar arrangement whereby its business or operations
are managed by any other Person any operation and maintenance agreement that
may be executed by the Borrower in respect of the Project.
12.7 Modifications of Constitutional Documents; Additional Agreements;

Assignments and Modifications of Transaction Documents
12.7.1 The Borrower will not:
(a) amend or modify its Memorandum and Articles of Association except as

required under the Financing Documents; or
(b) change its Fiscal Year; or
(c) change its accounting policies presently followed by the Borrower except
as required under Applicable Law; or
(d) change the nature of the scope of the Project; or
(e) make any modification to any of the Project Documents;
(f) prepay any loan, other than as permitted under the Financing Documents;
and
(g) create any Security Interest, without the prior written approval of the
Facility Agent, in favour of any person, firm or company except the
Permitted Security Interests.
12.7.2 The Borrower shall not initiate or consent to any amendments to the approved
Construction Budget and Project Schedule or approved completion plan, as the
case may be except:
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(a) such amendment that reflects a change order permitted as provided in
Section 12.7.3 of this Agreement; or
(b) such amendment that reflects events of Force Majeure under the Contracts
(or approved Construction Budget, if applicable) or other Project
Documents and the Lenders Independent Engineer certifies, that such
amendment is not likely to result in an Material Adverse Effect; and
(c) such amendments that are permitted by the Facility Agent.
Provided that in relation to Sections 12.7.2(a) and 12.7.2(b) above, the Lenders
Independent Engineer certifies that funds available to the Borrower (from
borrowings, liquidated damages proceeds or otherwise) are expected to be
sufficient to fund the costs of achieving Final Completion.
12.7.3 The Borrower shall not initiate or consent to any change order under the Contracts
or the Construction Budget, which may lead to an increase in the Project Cost or
to delays under the Project Schedule as applicable, unless:
(a) such change order is approved by the Lenders Independent Engineer;
(b) such change order is consistent with generally acceptable engineering and
construction practices;
(c) such change order is not expected to adversely affect the operation or
reliability of the Project; and
(d) the implementation of such change order is not expected to delay Final
Completion.
12.8 Leases
The Borrower will not enter into any agreement or arrangement the aggregate
value of which is more than Rs. 1,00,00,000 (Rupees One Crore) to acquire or
make available by lease the use of any property or equipment of any kind without
prior approval of the Facility Agent and the Rupee Lenders.
12.9 Advances, Investments and Loans
The Borrower shall not lend money or credit or make deposits with or advances
(other than deposits or advances in relation to the payment for goods and
equipment as required and permitted by the Transaction Documents) to any
Person, or purchase or acquire any stock, shares obligations or securities of, or any
other interest in, or make any capital contribution to, or acquire all or substantially
all of the assets of, any other Person, except that the Borrower may invest in
Permitted Investments in the manner permitted and provided in this Agreement
and the Trust and Retention Account Agreement. The Borrower shall not open
any bank account (nor make any investment) denominated in any currency other
than Rupees and other than those contemplated by the Trust and Retention
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Account Agreement.
12.10 Transactions
Save as provided in the Transaction Documents, the Borrower shall not (a) enter
into any transactions with any Person other than on an arm's length basis or (b)
establish any sole and exclusive purchasing or sales agency, or enter into any
transaction whereby the Borrower might receive less than the full commercial
price (subject to normal trade discounts) for electricity, or pay more than the
commercial price for products of others.
12.11 Abandonment
The Borrower shall not transfer or Abandon or agree to transfer or Abandon the
Project or place it or agree to place it on a Care and Maintenance basis.
Provided further that if at any stage or on a future date, the Project is proposed to
be transferred to any other third party, all Outstanding Due Amounts due from the
Borrower shall be paid to the Rupee Lenders before any such transfer or
Abandonment is effected.
The Borrower shall not make or agree to amend or make any amendment of, or
grant any waiver in respect of, modify any provision or grant any waiver of the
Transaction Documents, terminate any of the Transaction Documents, or assign or
otherwise dispose of any of its interests under the Transaction Documents or
exercise any election or permit the assignment, transfer, termination, amendment,
modification or grant in respect of any provision of any Transaction Document to
which the Borrower is a Party or assign or dispose of any of its interests under the
Transaction Documents in each case unless in accordance with the Transaction
Documents.
12.13 Improper Use
The Borrower shall not use, maintain, operate, occupy or grant any rights in
respect of the use, maintenance, operation or occupancy of any portion of the
Project Site or Project for any purpose which:
(a) may be dangerous, unless safeguarded as required by law;
(b) violates any legal requirements in any respect which may constitute a
public or private nuisance or which could be expected to have Material
Adverse Effect on the business of the Borrower or the Project;
(c) make voidable or cancelable, or increase the premium of, any insurance
then in force with respect to any part of the Project Site or Project; or
(d) other than for the intended purpose thereof in the construction, operation
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and maintenance of the Project.
12.14 Expansion
The Borrower shall not undertake any new project, augment, modernize, expand
or otherwise change the scope of the Project or make investments or take assets on
lease, without the prior written consent of the Facility Agent.
12.15 Commission
The Borrower shall not pay commission to the Sponsors, the Promoter Fund,
directors, managers or other Affiliates in connection with any such Person
furnishing any guarantee, counter-guarantee or indemnity on behalf of the
Borrower or for any liability relating to or for purposes of the Project.
12.16 Share Capital
The Borrower shall not issue equity or preference capital, any securities
convertible into or exchangeable for its equity or preference capital and any rights
to subscribe for or to purchase, or any option for the purchase of, or any
agreements, arrangements or understandings providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
characters relating to its equity or preference capital except as, and to the extent,
permitted under the Financing Documents. The Borrower shall not issue any
shares other than fully paid up shares.
12.17 Termination and Replacement of any Other Counterparties or Contractors
The Borrower shall without the approval of the Facility Agent not terminate any
Project Document or replace or consent to the replacement of any Other
Counterparties or Offtaker or Contractors irrespective of whether any Other
Counterparties or Offtaker or Contractors have failed to perform its obligations
under any Project Document and such failure by the Other Counterparties or
Offtaker or Contractors entitles the Borrower to terminate such Project Document.
12.18 Disputes
The Borrower shall not agree or consent to any proposed settlement, resolution or
compromise of any litigation, arbitration or other dispute with any Person
(including any dispute under the PPA) if such proposed settlement, resolution or
compromise could reasonably be expected to constitute a Material Adverse Effect.
12.19 Environmental Impact
The Borrower shall not operate and maintain the Project (or permit the Project to
be operated and maintained) in any manner that would pose a hazard to the
environment, health or safety or would breach its obligations under any
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12.20 Alteration of Shareholding pattern
The Borrower shall ensure that either of the Sponsors shall, at all times during the
currency of the Rupee Facility, maintain a majority equity shareholding in the
Borrower.
12.21 Opening of any Account other than specified
The Borrower shall not open any new account other than as permitted under the
Trust and Retention Account Agreement.
12.22 Subordination
Monies brought in by the Sponsors or Promoter Fund as unsecured loans/share

application money pending allotment as part of the Shareholder Loan brought in
towards the funding of the Project shall be subordinated to the loans of the Rupee
Lenders. Further the rate of interest payable on such subordinated loans/advances
shall at all times during the currency of the Rupee Facility, be equal to or less than
2% (two percent) above the weighted average of the Lending Rate and payment of
such interest shall be subject to regular repayment of instalments under term loans
granted/deferred payment bank guarantees or other repayment obligations, if any,
that are due from the Borrower to the Rupee Lenders.
12.23 Miscellaneous
The Borrower undertakes that the Persons exercising substantial powers of

management shall not be paid (a) any commission or (b) any compensation in the
event of loss of their offices for any reason whatsoever on the occurrence of a
Potential Event of Default or Event of Default or till such time that all dues
payable to the Facility Agent and the Secured Parties have been satisfactorily paid
by the Borrower as determined by the Facility Agent.
13. EVENTS OF DEFAULT
13.1 Events of Default
Unless otherwise agreed between the Borrower and the Rupee Lenders, an event
of default shall mean occurrence of any of the following specified events (each an
“Event of Default”):
13.1.1 Payment
(a) Failure by the Borrower in the payment of any Repayment Instalments,

interest. Default Interest, Additional Interest, or fee or any other amount
owing under this Agreement on the relevant Due Date and such default if
capable of remedy, continues unremedied for seven (7) days. Provided that
the Borrower shall be required to pay Default Interest in accordance with
provisions of Section 7.4(a) (Default Interest);
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(b) Failure by the Borrower to reimburse the Rupee Lenders within the time
stipulated in this Agreement and such default if capable of remedy,
continues unremedied for seven (7) days. Provided that the Borrower shall
be required to pay Default Interest in accordance with provisions of
Section 7.4(b) (Default Interest);
(c) Failure by the Sponsors or the Promoter Fund in the payment when due of
any amount owing under any Financing Document and such default if
capable of remedy, continues unremedied for seven (7) days.
13.1.2 Breach of Obligations
(a) Failure by the Borrower to perform any of its obligations (other than
payments obligations as specified in Section 13.1.1 (Payment) above and
those specified in Section 13.1.8 (Security) hereof) under any Financing
Document and such default if capable of remedy and not causing a
Material Adverse Effect, continues unremedied for thirty (30) days.
(b) Failure by the Sponsors or the Promoter Fund or any other person to
perform any of their obligations (other than payment obligations of the
Sponsors and Promoter Fund as specified in Section 13.1.1 (Payment)
above and those specified in Sections 13.1.2(c) below and 13.1.8
(Security) hereof) under any Financing Document and such default if
capable of remedy and not causing a Material Adverse Effect, continues
unremedied for thirty (30) days.
(c) Breach by the Borrower of any of the Financial Covenants and such
default if capable of remedy and not causing a Material Adverse Effect,
continues unremedied for thirty (30) days.
13.1.3 Cross Default
(a) The Borrower is unable or has admitted in writing its inability to pay any
of its indebtedness as they mature or when due. Provided such inability to
pay any of their indebtedness is in relation to any indebtedness which is
more than Rs. 10,00,000 (Rupees Ten Lakhs) and is Contested in Good
Faith.
(b) The Sponsor is unable or has admitted in writing its inability to pay any of
its indebtedness as they mature or when due. Provided such inability to
pay any of their indebtedness is in relation to any indebtedness which is
more than USD 1,000,000 (United States Dollar One Million) and is
Contested in Good Faith.
(c) The Promoter Fund is unable or has admitted in writing its inability to pay
any of its indebtedness as they mature or when due. Provided such
inability to pay any of their indebtedness is in relation to any indebtedness
which is more than USD 10,000,000 (United States Dollar Ten Million)
and is Contested in Good Faith.
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(d) An event of default howsoever described occurs under any agreement or
document relating to any indebtedness of the Borrower other than
indebtedness incurred under the Financing Documents and is more than
Rs. 10,00,000 (Rupees Ten Lakhs).
(e) An event of default howsoever described occurs and is continuing at

anytime until the Final Settlement Date under any agreement or document
relating to any indebtedness:
(i) of the Borrower which is more than Rs. 10,00,000 (Rupees Ten
Lakhs);
(ii) of the Sponsors which is more than USD 1,000,000 (United States
Dollar One Million); and
(iii) of the Promoter Fund which is more than USD 10,000,000 (United
States Dollar Ten Million).
(f) If the Borrower, Contractors, Offtaker or any Other Counterparties are in

breach of, or do not comply with, any term or condition (whether,
financial, performance or otherwise) of any Project Document.
13.1.4 Failure to Perform, Breach and Non Compliance
(a) The Borrower or the Contractors or the Sponsors or the Promoter Fund
shall fail to obtain, renew, maintain or comply in all respects with any
Clearance for the execution, delivery, performance and enforcement of the
Transaction Documents, to which they are a party, or any such Clearance
shall be rescinded, terminated, suspended, modified or withheld or shall be
determined to be invalid or shall cease to be in full force and effect, or any
proceedings shall be commenced by or before any Governmental
Authority for the purpose of rescinding, terminating, suspending,
modifying or withholding any such Clearance and such proceedings have
not been Contested in Good Faith.
(b) Other than a Permitted Disposal, the Borrower sells, assigns, disposes,
charges or otherwise encumbers or places a Security Interest on any of its
assets without the prior written approval of the Facility Agent.
13.1.5 Project
(a) The Borrower ceases to have title to or the right to possess and use all or
any portion of the Project Site.
(b) The Borrower ceases or threatens to cease to carry on its business or

Abandons the Project.
(c) The COD of the Project shall not have occurred by Scheduled Project
COD, or such extended time period specified in writing by the Facility
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Agent.
(d) Final Completion shall not have occurred by Scheduled Project COD, or
such additional time period specified in writing by the Facility Agent.
13.1.6 Insurance
(a) The Borrower fails to maintain any of the insurance described in the
Insurance Contracts and continues unremedied for a period of thirty (30)
days.
(b) If the Borrower’s assets have not been kept insured by the Borrower for a
period longer than thirty (30) days or materially depreciates in value.
(c) Any insurance contracted or taken by the Borrower is not, or ceases to be,
in full force and effect at any time when it is required to be in effect or any
insurance is avoided, or any insurer or re-insurer avoids or suspends or
becomes entitled to avoid or suspend, any insurance or any claim under it
or otherwise reduce its liability under any insurance or any insurer of any
insurance is not bound, or ceases to be bound, to meet its obligations in
full or in part under any insurance and such default continues unremedied
for a period of thirty (30) days.
13.1.7 Court Order, Government Actions
(a) Any Governmental Authority shall have condemned, nationalised, seized,

or otherwise expropriated all or a substantial part of the property or other
assets of the Borrower or all or substantially all of the Equity Interests, or
shall have assumed custody or control of all or substantially all the Equity
Interests and all or substantially all its property or other assets or of the
business or operations of the Borrower or taken any action that would
prevent the Borrower or its officers from carrying on its business or
operations or a substantial part thereof or with a view to regulate,
administer, or limit, or assert any form of control over the rates applied,
prices charged or rates of return achievable, by the Borrower in connection
with its business.
(b) An attachment or restraint has been levied on the assets of the Borrower
and the said attachment or restraint:
(i) is with respect to less than 20% of the assets of the Borrower and
has not been withdrawn, stayed, quashed or dismissed within a
period of thirty (30) days; or
(ii) has been levied by an ex-parte order on more than 20% of the
assets of the Borrower and such attachment/ restraint is not stayed,
quashed or dismissed within a period of seven (7) days.
(c) Failure by the Borrower to pay one or more amounts due under any final
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judgments or decrees which shall have been entered against the Borrower.
(d) Any Legal Proceeding under or relating to any Applicable Law shall have
been instituted against the Borrower and which if not stayed or vacated
could lead to a Material Adverse Effect.
13.1.8 Security
Any Security required to be created is not so created within the time period
specified in this Agreement or the Security Documents once executed and
delivered shall fail to provide the Security Interests, rights, title, remedies, powers
or privileges intended to be created thereby (including the priority intended to be
created thereby) or such Security Interest shall fail to have the priority
contemplated in such Security Document or any such Security Document shall
cease to be in full force and effect, or the validity thereof or the applicability
thereof to the Drawdowns or the Security Interest purported to be created thereby
is jeopardised or endangered in any manner whatsoever or any other obligations
purported to be secured or guaranteed thereby or any part thereof shall be
disaffirmed by or on behalf of the Borrower or any other Party thereto and such
default if capable of remedy and does not cause a Material Adverse Effect,
continues unremedied for more than thirty (30) days.
13.1.9 Representations
Any representation or warranty confirmed or made or deemed to be made, by the

Borrower, the Sponsors, the Promoter Fund in any Finance Document is incorrect,
misleading when made or deemed as made and if such default is capable of
remedy and does not cause a Material Adverse Effect, continues unremedied for
more than thirty (30) days.
13.1.10 Winding Up, Bankruptcy and Dissolution
(a) If the Borrower or the Other Counterparties commences a voluntary

proceeding or an involuntary proceeding has been instituted against the
Borrower or the Other Counterparties under any applicable bankruptcy,
insolvency, winding up or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary proceeding
under any such law, or consent to the appointment or taking possession by
a receiver, liquidator, assignee (or similar official) for any or a substantial
part of its property and such proceedings have not been stayed, withdrawn
or vacated within sixty (60) days from the date of commencement of such
proceedings. Provided that if the Promoter Fund (a) has been wound up or
dissolved due to it reaching the end of its tenor and (b) if a voluntary /
involuntary proceeding has been taken against the Promoter Fund after its
obligations have expired under the Promoter Fund Undertaking, the same
shall not lead to an Event of Default under this Section 13.1.10(a).
(b) If a receiver has been appointed in respect of the whole or any material or
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substantial part of the property of the Borrower or the Project and:
(i) is with respect to less than 20% of the assets of the Borrower and
such appointment has not been withdrawn, stayed, quashed or
dismissed with a period of thirty (30) days from the appointment of
the receiver; or
(ii) has been appointed by an ex-parte order on more than 20% of the
assets of the Borrower and such appointment is not stayed, quashed
or dismissed within a period of 7 days from the appointment of the
receiver.
(c) The Borrower or any Other Counterparties has taken or suffered to be

taken any action towards its reorganisation or its liquidation or dissolution
and such action is not withdrawn or vacated within thirty (30) days from
the date of such action. Provided that if the Promoter Fund (a) has been
dissolved due to it reaching the end of its tenor and (b) if a voluntary /
involuntary proceeding has been taken against the Promoter Fund after its
obligations have expired under the Promoter Fund Undertaking, the same
shall not lead to an Event of Default under this Section 13.1.10(c).
(d) Any of the Borrower or Other Counterparty(ies) has been declared as a

sick industry under the Sick Industrial Companies (Special Provisions)
Act, 1985.
13.1.11 Project Documents and Financing Documents
(a) This Agreement or any of the other Transaction Documents or any

provisions hereof or thereof:
(i) is or becomes invalid, illegal or unenforceable or any Party thereto

shall have repudiated or disavowed or taken any action to challenge
the validity or enforceability of such Agreement and if such default
is curable and does not cause a Material Adverse Effect, continues
unremedied for a period of thirty (30) days; or
(ii) except as otherwise expressly permitted hereunder, ceases to be in

full force and effect except at the stated termination date thereof, or
shall be assigned or otherwise transferred or prematurely
terminated by any Party thereto.
(b) A default or failure to fulfil obligations has occurred under any of the
Project Documents and in the case of a default or failure by any Party to
the Consents to Assignment (other than the Secured Parties) or a notice of
termination is issued under the Consent to Assignment.
13.1.12 Environmental Compliance
(a) Any administrative, regulatory or judicial action, suit or proceeding under
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or relating to any environmental law or asserting any environmental claim
is instituted against the Borrower.
(b) The operation and maintenance of the Project by the Borrower or any
operator in any manner that poses a hazard to the environment, health or
safety or would result in a breach its obligations under any Transaction
Documents.
13.1.13 Change in Control
If, except as otherwise provided in accordance with Financing Documents, any

Person (other than the Sponsors) acting singularly or with any other Person
(either directly or indirectly) acquires control of the Borrower, any or of any
other Persons who control the Borrower, without the approval of the Facility
Agent.
13.1.14 Material Adverse Effect
One or more events, conditions or circumstances, excluding events which are

specifically provided for in this Section 13.1, shall exist or shall have occurred
which have had and continue to have, or, in the judgment of the Secured Parties,
could reasonably be expected to have a Material Adverse Effect.
13.1.15 Cure Period
The Lenders agree that in respect of an Event of Default under Sections 13.1.1
(Payment), 13.1.2 (Breach of Obligations), 13.1.4(a) (Failure to Perform,
Breach and Non Compliance), 13.1.7(b) (Court Actions; Government Actions),
13.1.8 (Security), 13.1.9 (Representations) 13.1.10(a), 13.1.10(b) and 13.1.10(c)
(Winding Up, Bankruptcy and Dissolution), 13.1.12(a)(i) (Project Documents
and Financing Documents), the Borrower shall be entitled to remedy such Event
of Default within the cure period stipulated therein and for all other Events of
Default the Borrower shall be entitled to remedy such Event of Default with the
period of thirty (30) days from the date of occurrence of such Event of Default
(the “Cure Period”). Provided however, no cure period will be available for an
Event of Default under Section 13.1.16 (Material Adverse Effect).
During such period, the Rupee Lenders shall not take any action under Section
13.2 (Consequences of Event of Default) of this Agreement, except the levying
of Default Interest. Provided however, if such Event of Default continues to be
unremedied upon the expiry of the Cure Period, the Rupee Lenders may, in their
sole discretion, take one or more of the actions specified in Section 13.2
(Consequences of Event of Default) of this Agreement.
13.2 Consequences of Event of Default
If an Event of Default has occurred and is continuing beyond the cure period, the
Secured Parties may during its continuation beyond the cure period, without
prejudice to any rights that they may have and by notice to the Borrower, take one
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or more of the following actions including but not limited to:
(a) to enter upon and take possession of the assets of the Borrower;
(b) to transfer the assets of the Borrower comprised within the Security
created in favour of the Secured Parties or such other Person by way of
lease, leave and license, sale or otherwise;
(c) place the Rupee Facility on demand or declare all amounts payable by the
Borrower in respect of the Rupee Facility to be due and payable
immediately. Provided however the Rupee Lenders shall not place the LC
Facility on demand or cancel the LC Commitment for an additional period
of fifteen (15) days if the Borrower provides 100% (one hundred percent)
collateral in form of cash or bank guarantee on the LC Value to the Rupee
Lenders in a form and manner satisfactory to the Facility Agent;
(d) sue for creditors’ process and/ or exercise rights with respect to the
Security in accordance with the Financing Documents;
(e) suspend further drawings under this Agreement;
(f) subject to sub clause (c) above, declare the Commitment to be cancelled;
(g) utilise any amounts in the Accounts (as defined in the Trust and Retention
Account Agreement) to service and repay the Rupee Facility;
(h) convert the Shares held under the non disposal and safety net arrangement
agreement into a pledge and further enforce the rights provided pursuant to
such pledge;
(i) appoint a Nominee Director on behalf of all the Rupee Lenders (in
accordance with Section 13.2(l) (Nominee Directors));
(j) review, restructure and/ or substitute the Management or organisation of

the Borrower in a manner acceptable to the Facility Agent and as may be
considered necessary by the Facility Agent, including the formation of
management committees with such powers and functions as may be
considered suitable by the Facility Agent. The Borrower shall comply with
all such requirements of the Facility Agent;
(k) in the event the Borrower commits a default in making payment of any
other amounts under this Agreement or defaults in the repayment of two
consecutive Repayment Instalments of principal amounts or interest
thereof or any combination thereof, then the Rupee Lenders shall have the
right to convert at its option the whole or part of the outstanding due
amount under the Rupee Facility (whether due or payable or not) into fully
paid up Equity Shares of the Borrower at par value in the manner specified
in the notice in writing to be given by the Facility Agent to the Borrower
(“Notice of Conversion”) and in accordance with the following
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conditions:
(i) The conversion right as aforesaid may be exercised by the Rupee

Lenders on one or more occasions during the currency of the
Rupee Facility on the happening of the event specified above after
providing a notice of fifteen (15) days;
(ii) On receipt of the Notice of Conversion, the Borrower shall allot

and issue the requisite number of fully paid-up Equity Shares to the
Rupee Lenders or such other Persons identified by the Rupee
Lenders as from the date of conversion of the part of the Rupee
Facility so converted; and
(iii) The part of the Rupee Facility so converted shall cease to carry
interest as from the date of conversion and the Rupee Facility (as
the case maybe) shall stand correspondingly reduced. Upon such
conversion, the Repayment Instalments payable under the Rupee
Facility after the date of conversion as per this Agreement shall
stand reduced proportionately by the amounts of the Rupee Facility
so converted. The Equity Shares so allotted and issued to the Rupee
Lenders or such other Person identified by the Rupee Lenders shall
carry, from the date of conversion, the right to receive
proportionately the dividends and other distributions declared or to
be declared in respect of the equity capital of the Borrower. Save as
aforesaid, the said shares shall rank pari passu with the existing
Equity Shares of the Borrower in all respects. The Borrower
undertakes to increase its authorised share capital from time to time
as may be required by the Facility Agent in this respect;
(l) to collectively appoint to the Board and replace from time to time one (1)
director (“Nominee Director”) or one (1) Observer (as defined below) and
the Borrower will take all corporate action to effectuate such right
(including, without limitation, amending the Borrower's articles of
association). The terms and conditions of appointment of the Nominee
Director shall be as follows:
(i) The Nominee Director shall:
(A) not be required to hold qualification shares nor be liable to

retire by rotation; and
(B) be appointed a member of committees of the Board, if so

desired by the Rupee Lenders.
(ii) Any expenditure incurred by the Rupee Lenders and/ or the

Nominee Director in connection with his appointment of
directorship shall be borne and payable by the Borrower.
(iii) The Nominee Director or the Observer(s) (as defined below) shall
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be entitled to receive all notices, agenda, etc. and to attend all
general meetings and meetings of the Board and meetings of any
committees of the Board of which he is a member.
(iv) If, at any time, the Nominee Director is not able to attend a meeting
of the Board or any of its committees of which he is a member, the
Rupee Lenders may depute an observer (“Observer”) to attend the
meeting. The expenses incurred by the Rupee Lenders in this
connection shall be borne and payable by the Borrower.
(v) The Nominee Director or the Observer (as the case may be) shall
furnish to the Rupee Lenders, a report of the proceedings of all
such meetings and the Borrower shall not have any objection to the
same.
(vi) The appointment/ removal of the Nominee Director shall be by a

notice in writing by the Rupee Lenders addressed to the Borrower
and shall (unless otherwise indicated by the Rupee Lenders) take
effect forthwith upon such a notice being delivered to the
Borrower.
(vii) The Nominee Directors shall be entitled to all the rights, privileges
and indemnities of other Directors including the sitting fees and
expenses as are payable by the Borrower to the other Directors, but
if any other fees, commission, moneys or remuneration in any form
are payable by the Borrower to the Directors in their capacity as
Directors, the fees, commission, moneys and remuneration in
relation to such Nominee Directors shall accrue to the Rupee
Lenders and the same shall accordingly be paid by the Borrower
directly the Rupee Lenders for its account. Any expenditure
incurred by a Nominee Director or the Rupee Lenders in
connection with such appointment or directorship shall be borne by
the Borrower.
(viii) The Borrower shall ensure that the Observer shall be entitled to the
same indemnities as the Directors and shall be indemnified by the
Borrower against any liabilities, losses, damages, claims, penalties,
judgments, suits, costs and expenses arising as a result of its
actions pursuant to appointment as an Observer.
(m) exercise such other rights as may be available to the Secured Parties under
all Applicable Laws and the Transaction Documents.
Notwithstanding any suspension or termination pursuant to sub-sections (e) or (f)

above, all the provisions of the Financing Documents for the benefit or protection
of the Rupee Lenders and its interests shall continue to be in full force and effect
as specifically provided in the Financing Documents.
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14. PREPAYMENTS AND RUPEE COMMITMENT REDUCTIONS
14.1 Prepayments
14.1.1 Prepayment on Payment of Prepayment Premium
The Borrower shall be entitled to prepay the Rupee Loan Facility or any part
thereof at any time during the tenor of the Rupee Loan Facility. The Borrower
shall pay the Prepayment Premium, except as mentioned in Section 14.1.2
(Prepayment without payment of Prepayment Premium). Each prepayment in
respect of the Rupee Loan Facility shall be applied pro rata among the Rupee
Lenders unless otherwise consented to by the Facility Agent. Any such
prepayment shall be applied in the manner provided in Section 14.1.2
(Prepayment without payment of Prepayment Premium) and Section 14.1.3.
14.1.2 Prepayment without payment of Prepayment Premium
The Borrower may voluntarily prepay the Rupee Loan Facility in whole or in part
without payment of Prepayment Premium in the following instances and in the
following manner:
(a) All or any portion of the Rupee Loan Facility or any participation or other
interest, without payment of the Prepayment Premium if:
(i) the prepayment has been made from the internal accruals of the
Borrower; or
(ii) the Spread has been increased by the Rupee Lenders on an Interest
Reset Date and the Borrower has given a notice of not less than 30
(thirty) days to the Facility Agent and makes the prepayment on the
Interest Reset Date; or
(iii) such prepayment is made pursuant to the instructions of the Rupee

Lenders, or
(iv) it is or becomes unlawful for the Borrower or any Person

(including the Rupee Lenders) to perform any of their respective
obligations under this Agreement or any Financing Document; or
(v) any obligation under any Financing Document is not or ceases to

be a valid and binding obligation of any Person party to it or
becomes void, illegal, unenforceable or is repudiated by such
Person (other than the Secured Parties); or
(vi) as specifically provided for in this Agreement.
(b) Upon such prepayment such prepayment amount shall be adjusted against
the outstanding principal amount in the inverse order of maturity of the
Repayment Installments on a pro rata, pari passu basis amongst the Rupee
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Lenders, except for any prepayment made under sub clause (i) (c) above.
14.1.3 (a) In the event the Rupee Lenders shall receive funds in respect of the
amounts referred to in this subparagraph, the Borrower hereby agrees that
such amounts shall be used, at the option of the Rupee Lenders, to prepay
the Rupee Loan Facility (without payment of Prepayment Premium) in
accordance with the terms hereof and distributed in accordance with the
terms and conditions to be agreed to in the Trust and Retention Account
Agreement. These amounts shall include (i) any Liquidated Damages; (ii)
Loss Proceeds; (iii) surplus amounts in the Construction Account at the
Commercial Operation Date; and (iv) amounts received under the
Construction Contracts pursuant to the Borrower exercising its right of
rejection under the Construction Contracts. The full amount of Loss
Proceeds upon the occurrence of a Total Condemnation Event or any Loss
Proceeds in case of a Casualty Event shall be applied to prepay pro-rata
the outstanding Rupee Loan Facility. Upon such prepayment the
Repayment Installments shall be reduced proportionately but shall be
payable on the same dates as specified in the Repayment Schedule. In the
event of receipt of such Loss Proceeds other than as set out above, the
same shall be utilised in a manner to be provided for in the Trust and
(b) The surplus Liquidated Damages net of all claims of Construction

Contractors in respect of performance shortfall payable under any
Construction Contracts after meeting the requirements to be agreed to in
the Trust and Retention Account Agreement shall be utilized to prepay
(without Prepayment Premium) pro rata the outstanding Rupee Loan
Facility. Upon such prepayment the Repayment Installments shall be
reduced proportionately but shall be payable on the same dates as specified
in the Repayment Schedule.
(c) The surplus Liquidated Damages net of all claims of the Construction
Contractors payable in respect of delay under any Construction Contracts
after meeting requirements to be agreed to in the Trust and Retention
Account Agreement shall be utilized to prepay (without Prepayment
Premium) pro rata the outstanding Rupee Loan Facility. Upon such
prepayment the Repayment Installments shall be reduced proportionately
but shall be payable on the same dates as specified in the Repayment
Schedule.
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14.2 Prepayment as a result of Interest reset
The Parties agree that as a consequence of an Interest Reset in accordance with

Section 7.1 (Interest) if the Base Rate of a Rupee Lender increases for the Rupee
Loans extended by that Rupee Lender to an extent where the Base Rate is greater
than the Lending Rate applicable at such date, the Borrower shall have a right to
prepay the entire Outstandings (without any payment of Prepayment Premium)
with respect to that Rupee Lender by giving a thirty (30) day notice from the
relevant Interest Reset Date, or the date of communication of such Interest Reset
(whichever is later), to the Rupee Lenders and the Facility Agent. Provided
however that all such Outstanding will be paid by the Borrower within a period of
three (3) months from the relevant Interest Reset Date.
14.3 General Provisions in respect of Prepayment
14.1.4 Any notice of prepayment under this Agreement is irrevocable. The Rupee
Lenders and the Facility Agent shall notify each other promptly of receipt of any
such notice.
14.1.5 All prepayments under this Agreement shall be made together with accrued
interest on the amount prepaid and any other amounts due and payable under this
Agreement with respect to the amount prepaid.
14.1.6 No prepayment is permitted except in accordance with the express terms of this
Agreement.
14.1.7 No amount prepaid under this Agreement may subsequently be re-borrowed.
15. EXPENSES AND INDEMNIFICATIONS
15.1 Payment of Expenses
15.1.1 The Borrower shall, whether or not the transactions herein contemplated are
consummated, after receipt of actual evidence, to the extent available, pay: (i) all
reasonable out-of-pocket costs and expenses (including all Taxes (including stamp
taxes), duties, fees or other charges payable to, the Facility Agent and the Secured
Parties (including, without limitation, the fees of Lenders Counsel) in connection
with (A) the preparation, negotiation, execution, issue and delivery and, where
appropriate, registration, or stamping for the legality, validity, enforceability and
admissibility in evidence of this Agreement, the other Financing Documents and
any other documents and instruments related hereto or thereto (including legal
opinions); (B) any amendment or modification to, or the protection or preservation
of Security or any right or claim under the Financing Documents, or consent or
waiver in connection with, or any inspection, investigation or consultation
undertaken by the Facility Agent and the Secured Parties (whether or not known
to or approved by the Borrower) of the Borrower's performance under or in
compliance with, this Agreement, the other Financing Documents or any such
other document or instrument related hereto or thereto; (C) the registration (where
appropriate) and the delivery of the evidences of indebtedness relating to the
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Rupee Facility and the Drawdowns thereof; and (D) the enforcement of this
Agreement, the other Financing Documents and any other documents and
instruments referred to herein and therein (including, without limitation, the fees
of the Lenders Counsel); (ii) the fees of the Lenders Independent Engineer for
services performed pursuant to any agreement/ document entered into between the
Rupee Lenders and the Lenders Independent Engineer in this respect; and (iii) the
fees of the Lenders Insurance Advisor for services performed pursuant to any
agreement/ document entered into between the Rupee Lenders and the Lenders
Insurance Advisor in this respect.
15.1.2 In addition to the amounts mentioned above in Section 15.1.1, the Borrower shall
pay the Rupee Lenders annual review charges of Rs. 50,000 (Rupees Fifty
Thousand Only), if required.
consummated: (i) pay and hold each of the Facility Agent, the Rupee Lenders and
the Security Trustee harmless from and against any and all present and future
stamp and other similar Taxes with respect to the matters described in Section
16.18 (Taxes); and (ii) hold each of the Facility Agent, the Rupee Lenders and the
Security Trustee harmless from and against any and all liabilities with respect to
or resulting from any delay or omission (other than to the extent attributable to
such Facility Agent or the Rupee Lenders or the Security Trustee) to pay such
taxes.
15.2 Indemnities
consummated, indemnify each of the Facility Agent and the Secured Parties and
each of their respective officers, directors, employees, representatives, attorneys
and agents from and hold each of them harmless against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements incurred by any of them as a result of, or arising out
of, or in any way related to, or by reason of, litigation or other proceeding (related
to the entering into and/ or performance of any Transaction Document or the
Drawdown of, or use of the proceeds of the Facility, the Rupee Lenders or the
implementation or consummation of any transactions contemplated herein or in
any Transaction Document, including, without limitation, the reasonable fees and
disbursements of counsel and any consultants selected by such indemnified party
incurred in connection with any such investigation or any Legal Proceeding or in
connection with enforcing the provisions of this Section 15.2.1 (but excluding any
such liabilities, obligations, losses, damages, penalties, claims, actions, judgments,
suits, costs, expenses and disbursements to the extent incurred by reason of the
gross negligence or wilful misconduct of the Person to be indemnified, as
determined by a court of competent jurisdiction).
15.2.2 To the extent that the undertakings in Section 14 (Prepayment and Rupee
Commitment Reductions) may be unenforceable because they violate any
Applicable Law or public policy, the Borrower will contribute the maximum
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portion that it is permitted to pay under Applicable Law towards the payment and
satisfaction of such undertakings. The Borrower hereby undertakes that it shall not
raise the defence of or claim unenforceability, for any reason whatsoever, of any
of Section 15.1 (Payment of Expenses).
15.2.3 All sums paid and costs incurred by any of the Facility Agent or the Secured
Parties at the Default Rate from the date so paid or incurred until reimbursed by
the Borrower, and all such sums and costs shall be added to the Debt and be
secured by the Security Documents and shall be immediately due and payable on
demand.
15.2.4 Each indemnified party pursuant to Section 15.1 (Payment of Expenses) above, on
a best efforts basis, endeavours, shall within thirty (30) days after the receipt by it
of notice of the commencement of any action for which indemnity may be sought
by it, or by any Person controlling it, from the Borrower on account of the
provisions contained in this Section 15.2, to notify the Borrower in writing of the
commencement thereof, but the failure of such indemnified party to so notify the
Borrower of any such action shall not release the Borrower from any liability
which it may have to such indemnified party. In case any such action shall be
brought against any indemnified party and such indemnified party shall notify the
Borrower of the commencement thereof, as above provided, the Borrower shall be
entitled to participate in the defence thereof at its own expense, provided that in
any event an indemnified party shall have the right to retain its own counsel at the
expense of the Borrower and such participation by the Borrower in the defence
thereof shall not release the Borrower from any liability which it may have to such
indemnified party (including with respect to fees and other charges of its own
counsel).
15.2.5 The Borrower shall pay the Facility Agent and the Secured Parties any
reimbursements of costs and expenses incurred by them under any of the
Financing Documents, required to be reimbursed by the Borrower under this
Agreement within fifteen (15) days of the demand thereof.
15.2.6 In case of default in making such reimbursement in accordance with Section

15.2.5 above within fifteen(15) days from the date of notice of demand, the
Borrower shall also pay on the defaulted amounts, interest at the Default Rate
from the expiry of fifteen (15) days from the date of notice of demand till
reimbursement.
15.2.7 The Borrower shall pay all amounts due and payable to the Lenders Independent
Engineer, Lenders Counsel and the Lenders Insurance Advisor.
15.2.8 The Borrower shall, forthwith on demand by the Facility Agent or the Secured
Parties pay any amounts due under this Section 15 (Expenses and
Indemnifications).
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15.3 Other Indemnities
To the extent the Facility Agent is not reimbursed and indemnified by the
Borrower and whether or not the transactions contemplated hereby shall be
consummated, the Rupee Lenders will directly or indirectly reimburse and
indemnify the Facility Agent, for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or
drawdowns of whatsoever kind or nature which may be imposed on, asserted
against or incurred by the Facility Agent in performing its duties hereunder or
under any other Financing Document or in any way relating to or arising out of
this Agreement or any other Financing Documents or the enforcement of any or
the terms hereof or thereof. The Rupee Lenders shall reimburse the Facility Agent,
upon demand any costs or out-of-pocket expenses (including reasonable attorney
fees and costs; provided, however, that in the case of costs and expenses arising
from enforcement or preservation of rights, such reimbursable costs and out-of-
pocket expenses shall include any and all attorneys fees and costs) incurred by the
Facility Agent, in connection with the preparation, execution, delivery,
administration, modification, amendment, enforcement or preservation of rights
(whether through negotiations, legal proceedings or otherwise) of, or legal advice
in respect of rights or responsibilities under or pursuant to, the Financing
Documents to the extent that the Facility Agent is not reimbursed for such
expenses by or on behalf of the Borrower. The obligation of the Rupee Lenders in
this Section 15.3 shall survive the payment of all obligations hereunder. Provided
however, that the Rupee Lenders shall not be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or drawdowns incurred by reason of the Facility Agent’s gross
negligence, willful misconduct, breach of law or criminal acts as determined by a
court of law or tribunal having jurisdiction.
16. MISCELLANEOUS
16.1 Right of Set-off
(a) The Rupee Lenders shall have the paramount right of set-off and lien,
irrespective of any other lien or charge, present as well as future on the
deposits of any kind and nature (including fixed deposits) held/ balances
lying in any account maintained with the Rupee Lenders, whether in single
name or joint name(s) and on any monies, securities, bonds and all other
assets, documents and properties held by/ under the control of the Rupee
Lenders (whether by way of Security or otherwise pursuant to any contract
entered/ to be entered into by the Borrower in any capacity) to the extent
of all outstanding dues, whatsoever, arising as a result of any of the
Obligations. The Rupee Lenders are entitled without any notice to the
Borrower/s to settle any actual indebtedness whatsoever owed by the
Borrower to the Rupee Lenders under the Financing Documents or under
any other document/ agreement, by adjusting, setting-off any deposit(s)
and/ or transferring monies lying to the balance of any Account(s)
notwithstanding that the deposit(s)/ balances lying in such Account(s) may
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not be expressed in the same currency as such indebtedness. The Rupee
Lenders’ rights hereunder shall not be affected by the Borrower’s
bankruptcy or winding-up. It shall be the Borrower’s sole responsibility
and liability to settle all disputes/ objections with any such joint account
holders.
(b) In addition to the above mentioned right or any other right which the
Rupee Lenders may at any time be entitled whether by operation of law,
contract or otherwise, the Borrower authorises the Rupee Lenders to
combine or consolidate at any time all or any of the bank accounts and
liabilities of the Borrower maintained to or with or to any branch of the
Rupee Lenders.
16.2 Obligations of the Borrower
The Borrower's liability to the Rupee Lenders shall not be discharged until and
unless the Borrower has paid or discharged the obligations owed to all Secured
Parties and the Facility Agent under the Financing Documents. For the avoidance
of doubt, notwithstanding that the Borrower may have paid all amounts due to the
Rupee Lenders under the Financing Documents, the Borrower shall remain liable
to the Rupee Lenders if, as a result of any sharing arrangement between the Rupee
Lenders that has been notified to and confirmed by the Borrower under the
Financing Documents, the Rupee Lenders are obliged to share the payments made
by the Borrower and consequently the obligations owing to the Rupee Lenders
under the Financing Documents are still owing.
16.3 Notices
16.3.1 Except as otherwise expressly provided herein or in any Financing Document, all
notices and other communications provided for hereunder or thereunder shall be
(i) in writing (including telex and telecopier except as noted below) and (ii)
telexed, telecopied or sent by a Person, overnight courier (if for inland delivery) or
international courier (if for overseas delivery) to a Party hereto at its address and
contact number specified in Schedule I of this Agreement, or at such other address
and contact number as is designated by such party in a written notice to the other
parties hereto.
16.3.2 All such notices and communications shall be effective only on actual receipt by
the officer of the Secured Party, the Facility Agent or the Borrower as the case
may be for whose attention the notice or communication has been expressly
marked. Provided however that any notice or communication to the Borrower by
the Rupee Lenders with respect to an Event of Default, consequences of an Event
of Default and enforcement of Security under the Financing Documents shall be
effective (i) if sent by telex, when sent (with the correct answerback), (ii) if sent
by telecopier, when sent (on receipt of a confirmation to the correct telecopier
number), (iii) if sent by Person, when delivered, (iv) if sent by courier, (a) one (1)
Business Day after deposit with an overnight courier if for inland delivery and (b)
five (5) Business Days after deposit with an international courier if for overseas
117
delivery and (v) if sent by registered letter when the registered letter would, in the
ordinary course of post, be delivered whether actually delivered or not.
16.3.3 An original of each notice and communication sent by telex or telecopy shall be
dispatched by Person, overnight courier (if for inland delivery) or international
courier (if for overseas delivery) and, if such Person or courier service is not
available, by registered airmail (or, if for inland delivery, registered first class
mail) with postage prepaid, provided that the effective date of any such notice
shall be determined in accordance with this Section 16.3 without regard to the
dispatch of such original.
16.3.4 The contact details of the Borrower are as follows:
Ostro Jaisalmer Private Limited
Attention: Mr. Ranjit Gupta / Ms. Juhee Jain
Address: Unit G-0, Ground Floor, Mira Corporate Suites,

1&2 Ishwar Industrial Estate,
Mathura Road, New Delhi 110 065
Fax No: 011 – 66469090
16.3.5 The contact details of the Facility Agent are as follows:
Aditya Birla Finance Limited
Attention: Company Secretary
Address: One Indiabulls Center, Tower 1,

18th floor, Jupiter Mill Compound,
Elphinstone Road, Mumbai 400 013
Fax No.: 022-43567266
16.4 Benefit of Agreement
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto and shall
inure to the benefit of the Borrower, each of the Secured Parties and the Facility
Agent.
16.5 No Waiver; Remedies Cumulative
No failure or delay on the part of the Facility Agent, or any Secured Party in
exercising any right, power or privilege hereunder or under any other Financing
Document and no course of dealing between the Borrower, on the one hand, and
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the Facility Agent and the Secured Parties, on the other hand, shall impair any
such right, power or privilege or operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder or under any other
Financing Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights, powers
and remedies herein or in any other Financing Document or expressly provided
are cumulative and not exclusive of any rights, powers or remedies which any of
the Facility Agent or Secured Parties would otherwise have. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances or constitute a waiver
of the rights of any of the Facility Agent or Secured Parties to any other or further
action in any circumstances without notice or demand.
16.6 Amendments and Waivers; Procedure
16.6.1 Save where otherwise expressly provided in any Financing Document, this
Agreement (including the schedules, annexures and appendices hereto) may not
be amended, supplemented or modified and no other Financing Document may be
amended, supplemented or modified and no term or condition or any part thereof
may be waived without the consent of the Borrower and the Secured Parties and,
in the event any such amendment, modification or waivers relates to the rights,
duties or obligations of the Facility Agent, the Facility Agent, as relevant.
16.7 Transfer by the Borrower
The Borrower shall not assign, transfer or novate any interest in, or any rights to
and/ or obligations under any Financing Document to which it is a Party without
the prior written consent of all the Rupee Lenders.
16.8 Novation and Participation
16.8.1 The Rupee Lenders after providing notice to the Borrower assign all or any of its
rights and benefits hereunder or transfer or novate, in accordance with Section
16.8,3 all or part of its rights, benefits and obligations hereunder or under the
Financing Documents to which it is a Party to any bank, financial institution, non
banking financial institution, asset restructuring company and/or any
securitization company other than Reliance Capital or SREI Group. The Borrower
shall provide its reasonable cooperation to the Rupee Lenders in case the Rupee
Lenders wish to assign their rights under this Section 16.8. The Rupee Lenders
agree that the assignment or novation of the Rupee Lenders rights, benefits and
obligations under the Financing Documents shall not increase the Obligations of
the Borrower and shall not be undertaken at any additional cost to the Borrower.
16.8.2 If any Rupee Lender assigns all or any of its rights, obligations and benefits
hereunder and the other Financing Documents to which it is a Party in accordance
with this Section 16.8, then, unless and until the assignee has agreed with the
Facility Agent and the New Lenders that it shall be under the same obligations
towards each one of them as it would have been hereunder and the other
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Financing Documents if it had been an original party hereto or thereto as a Rupee
Lender, the Facility Agent and New Lenders shall not be obliged to recognise
such assignee as having the rights against each of them which it would have had if
it had been such a Party thereto. It is hereby clarified that in the event a Rupee
Lender wishes to assign, transfer or novate a part of its rights and benefits
hereunder out of its total Loan (“Original Facility”) to a New Lender, the Rupee
Lender and the New Lender shall have the right to enforce their respective rights
jointly and/ or severally in joint or separate suit/action/ proceedings. The fact that
a suit/ action/ proceedings has been brought on a part of the Original Facility by
either the New Lender or the Rupee Lender, shall not bar any suit/
action/proceedings subsequently for the remaining part of the Original Facility
held by either the Rupee Lender or the New Lender, as applicable.
16.8.3 If a Rupee Lender wishes to novate all or any of its rights, benefits and obligations
hereunder and the other Financing Documents to which it is a Party then such
novation shall be made by delivering to the Facility Agent a duly completed,
stamped and executed novation deed in the form set out in Exhibit 1 (the
“Novation Deed”), together with the Facility Agent’s administrative fee. On
receipt of such a deed and payment of such fee, the Facility Agent shall execute it
for and on behalf of itself and the other Rupee Lenders (as their constituted
attorney) to this Agreement and subject to the terms of that Novation Deed:
(a) to the extent that in that Novation Deed the Rupee Lender seeks to novate
its Outstanding Due Amounts and/ or its Commitment, the Borrower and
the Rupee Lenders, shall each be released from further obligations to each
other and their respective rights against each other shall be cancelled (such
rights and obligations being referred to as “Discharged Rights and
Obligations”);
(b) the Borrower and the relevant bank/ or financial institution to which such
interest is being novated (the “New Lender”) shall each assume new
obligations towards each other and/ or acquire new rights against each
other which differ from the Discharged Rights and Obligations only
insofar as the Borrower and that New Lender have assumed and acquired
the same in place of the Borrower and the Rupee Lenders, as the case may
be; and
(c) the New Lender and the other parties to this Agreement and the other
Financing Documents (other than the Borrower) shall acquire the same
rights and assume the same obligations between themselves as regards the
Borrower as they would have acquired and assumed had that New Lender
been an original Party to this Agreement and the other Financing
Documents as a Rupee Lenders with the rights and/ or obligations acquired
or assumed by it as a result of that novation (and, to that extent, the
original Rupee Lenders and those other parties shall each be released from
further obligations to each other).
120
16.9 Severability
Any provision of this Agreement, which is prohibited or unenforceable in any

jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
prohibition or unenforceability but shall not invalidate the remaining provisions of
such Financing Document or affect such provision in any other jurisdiction.
16.10 Documents
All documents to be furnished or communications to be given or made under this

Agreement shall be in English or if any other language, shall be accompanied by a
translation into English certified by a representative of the Facility Agent, at the
expense of the Borrower, which translation shall be the governing version among
the Borrower, the Rupee Lenders and the Facility Agent.
16.11 Calculations and Computations
(a) In any legal action or proceedings arising out of or in connection with the
Financing Documents, the entries made in the accounts maintained by the
Rupee Lenders shall be conclusive evidence of the existence and amount
of obligations of the Borrower as therein recorded save for manifest error.
(b) Any certification or determination by the Rupee Lenders or the Facility

Agent of a rate or amount under the Financing Documents is conclusive
evidence of the matters to which it relates save for manifest error.
(c) All calculations and computations determining compliance with this

Agreement shall utilise accounting principles, policies and practices in
conformity with the generally accepted accounting principles, policies and
practices used to prepare the financial statements, delivered to the Facility
Agent pursuant to this Agreement.
(d) To the extent that the determination of compliance with any provision
hereof or any other Financing Document requires the conversion of
Rupees into US Dollars or US Dollars into Rupees, then such conversion
shall be made based upon the Applicable Exchange Rate.
16.12 Lending Rate subject to change
Notwithstanding anything contained in this Agreement, the interest payable by the

Borrower under this Agreement shall be subject to the changes in the interest rates
made by the RBI from time to time.
16.13 Governing Law
This Agreement is governed by and shall be construed in accordance with the

laws of India.
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16.14 Jurisdiction
16.14.1The Borrower agrees that the courts and tribunals (including the Debt Recovery
Tribunal) in New Delhi shall have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with the Financing Documents and that
accordingly any suit, action or proceedings (together referred to as
“Proceedings”) arising out of or in connection with the Financing Documents
may be brought in such courts or the tribunals and the Borrower irrevocably
submits to and accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of those courts or tribunals.
16.14.2The Borrower irrevocably waives any objection now or in future, to the laying of
the venue of any Proceedings in the courts and tribunals at New Delhi and any
claim that any such Proceedings have been brought in an inconvenient forum
and further irrevocably agrees that a judgment in any Proceedings brought in the
courts and tribunals at New Delhi shall be conclusive and binding upon it and
may be enforced in the courts of any other jurisdiction, (subject to the laws of
such jurisdiction) by a suit upon such judgment a certified copy of which shall
be conclusive evidence of such judgment, or in any other manner provided by
law.
16.14.3Nothing contained in this Section 16.14, shall limit any right of the Facility Agent
or the Secured Parties to take Proceedings in any other court or tribunal of
competent jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
whether concurrently or not and the Borrower irrevocably submits to and
accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of such court or tribunal, and the Borrower irrevocably waives
any objection it may have now or in the future to the laying of the venue of any
Proceedings and any claim that any such Proceedings have been brought in an
inconvenient forum.
16.14.4The Borrower hereby consents generally in respect of any Proceedings arising out
of or in connection with any Financing Document to the giving of any relief or
the issue of any process in connection with such Proceedings including, without
limitation, the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such Proceedings.
16.14.5To the extent that the Borrower may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its assets such immunity (whether
or not claimed), the Borrower hereby irrevocably agrees not to claim and hereby
irrevocably waives such immunity.
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Provided that:
A. In case any of the Rupee Lenders do not have the benefit of the Recovery
of Debts Due to Banks and Financial Institutions Act, 1993 (the “DRT
Act”) and/ or the Securitization and Reconstruction of Financial Assets
and Enforcement of Security Interest Act, 2002 (“Securitization Act”),
the claims, disputes, and differences arising out of or in connection with
the obligations owed to it by the Borrower shall be referred to arbitration
under the provisions of the Arbitration & Conciliation Act, 1996, and any
amendments thereto from time to time.
B. Any arbitration pursuant to Section A above shall be referred to a sole

arbitrator nominated by the Rupee Lender from the Panel of Arbitrators.
However if two (2) or more arbitrators in the Panel of Arbitrators are
incapacitated from being appointed as an arbitrator for any reason, the
Rupee Lenders may appoint any other arbitrator of its choice as the sole
arbitrator, so long as such sole arbitrator is a retired judge of the Supreme
Court of India or of any High Court. The Borrower agrees and
acknowledges that it shall not dispute the appointment of such sole
arbitrator.
C. All proceedings shall be conducted in English.
D. The decision of the arbitrators shall be final and binding on the Parties to
such arbitration.
E. Notwithstanding anything contained hereinabove, in the event the legal

status of the Rupee Lenders changes or in the event of the law being made
or amended so as to bring the Rupee Lenders under the Securitization Act
or the DRT Act, to enable the Rupee Lenders to enforce any security under
the Securitization Act or proceed to recover dues from the Borrower under
the DRT Act, the arbitration provisions hereinbefore contained shall, at the
option of the Rupee Lenders, cease to have any effect and if arbitration
proceedings are commenced but no award is made, then at the option of
the Rupee Lenders such proceedings shall stand terminated and the
mandate of the arbitrator shall come to an end from the date of the making
of the law or the date when amendment becomes effective or the date
when the Rupee Lenders exercises the option of terminating the mandate
of arbitrator, as the case may be. Provided that neither a change in the
legal status of the Rupee Lenders nor a change in law as referred to in this
sub-section, will result in invalidating an existing award passed by an
arbitral tribunal constituted pursuant to the provisions of hereof.
For the removal of doubts, the Rupee Lender who has the benefit of the DRT
Act and/ or the Securitization Act shall not be bound by Sections A to E above
and any Proceedings in respect of the Rupee Lender shall be in accordance with
Section 16.14.1 to Section 16.14.5.
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16.15 Survival
16.15.1 All indemnities set forth herein shall survive the Final Settlement Date.
16.15.2 The obligations of the Borrower under this Agreement will not be affected by:
(a) any unenforceability, illegality or invalidity of any obligation of any

Person under a Transaction Document; or
(b) the breach, frustration or non-fulfilment of any provisions of, or claim

arising out of or in connection with a Transaction Document.
16.16 Disclosure
16.16.1 The Borrower hereby agrees that the Facility Agent and the Secured Parties may
disclose any information in respect of:
(a) the Borrower,
(b) the Sponsors;
(c) the Promoter Fund;
(d) the Project;
(e) any of the Transaction Documents;
(f) the Rupee Facility or any other credit facility availed/ to be availed by the
Borrower from the Rupee Lenders;
(g) obligations assumed/ to be assumed by the Borrower in relation to the

Rupee Facility; and
(h) default, if any, committed by the Borrower in discharge of the aforesaid

obligations in connection with the Financing Documents;
to any other creditor of the Borrower or any of its Affiliates, agents and
representatives or to any Person with whom it intends to enter, or has entered
into any kind of transfer, participation or other agreement or transactions in
relation to this Agreement, the Financing Documents, the Project, the Borrower
or otherwise. Provided that all such correspondence shall be marked to the
Borrower.
16.16.2 Except as provided in Section 16.16 the Facility Agent, the Rupee Lenders agree
to keep all information (“Information”) (including the terms and conditions of
the Transaction Documents) made available (whether before or after the date of
this Agreement) by the Borrower, or on its behalf, to the Rupee Lenders or
Facility Agent concerning the Borrower or the Project, confidential and not to
communicate any Information, or allow any Information to be communicated to
124
any third party unless:
1. In connection with any proceedings arising out of or in connection with

this Agreement to the extent that the Rupee Lenders or Facility Agent may
consider it necessary to protect its interest or the interests of the Rupee
Lenders or the Facility Agent or any of them; or
2. Required to do so by an order of a court of competent jurisdiction whether

or not in pursuance of any procedure for discovering documents; or
3. Pursuant to any Applicable Law in accordance with which such person is

required to act; or
4. To its auditors to complete an audit of the Rupee Lenders or the Facility

Agent or to its legal advisers when seeking bona fide legal advice in
connection with the Transaction Documents; or
5. To the Lenders Independent Engineer or other adviser appointed by the

Rupee Lenders to the extent necessary to enable such consultant or adviser
to give the advice required by the Rupee Lenders; or
6. In circumstances where the relevant Information has been published or

announced by the Borrower in conditions free from confidentiality or has
otherwise entered the public domain without default on the part of the
relevant party; or
7. The Information was obtained by the Rupee Lenders or New Lender or the
Facility Agent from an independent or third party source.
16.16.3 Notwithstanding the foregoing provisions of this Section 16.16.3,
(a) The Rupee Lenders or the Facility Agent may make public announcements
or place advertisements in relation to the Project or the financing of the
Project with the prior written consent of the Borrower, which consent shall
not be unreasonably withheld or delayed; and
(b) The Rupee Lenders shall, as it may deem appropriate and necessary, be
entitled to disclose all or any such:
(i) information and data relating to the Borrower;
(ii) default, if any, committed by the Borrower in discharge of the

aforesaid obligations,
to CIBIL, any other agency authorised in this behalf by RBI or any other
creditor of the Borrower;
(c) CIBIL and any other agency so authorised may use or process the
aforesaid information and data disclosed by the Rupee Lenders in the
125
manner as deemed fit by them; and
(d) CIBIL and any other agency so authorised may furnish for consideration,
the processed information and data or products thereof prepared by them,
to banks/ financial institutions and other credit grantors or registered users,
as may be specified by the RBI in this behalf.
16.16.4 The Borrower hereby agrees that in case the Borrower commits a default in
payment any amount due and payable under the Agreement, the Rupee Lenders
and/ or the RBI shall have an unqualified right to disclose or publish the details
of the default and the name of the Borrower and its directors as defaulters in
such manner and through such medium as the Rupee Lenders or RBI in their
absolute discretion may think fit.
16.17 Illegality
If by reason of the introduction of, or any change in, or any change in the
interpretation or application of, any Applicable Law it is or has or will become
unlawful for the Rupee Lenders to make or fund any Loan then, notwithstanding
anything contained in this Agreement and irrespective of any notice in this regard
by the Rupee Lenders, the Borrower shall deposit with the Rupee Lenders all the
aggregate of the Advances issued by the Rupee Lenders.
16.18 Taxes
16.18.1 Taxes and Net Payments
(a) All payments to be made by the Borrower to the Secured Parties under the
Financing Documents shall be made free and clear of and without
deduction for or on account of Taxes. The Borrower is only allowed to
make such a payment subject to the tax deduction at source on the gross
income of the Secured Parties if such deduction is required by law and
provided that the Borrower delivers to the Secured Parties tax withholding
or tax deduction certificates in respect of such withholding or deduction,
evidencing that such deducted taxes or withholdings have been duly
remitted to the appropriate authority.
(b) In the event that the Borrower is required to make any other deduction or
withholding (other than as mentioned in (a) above with reference to the
income of the Secured Parties), the sum payable by the Borrower in
respect of which such deduction or withholding is made shall be increased
to the extent necessary to ensure that, after the making of the required
deduction or withholding, such Secured Party receives and retains (free
from any liability in respect of any such deduction or withholding) a net
sum equal to the sum which it would have received and so retained had no
such deduction or withholding been made or required to be made.
126
16.18.2 Tax Indemnity
Without prejudice to the provisions of Section 16.18.1 (Taxes and Net

Payments), the Borrower shall, upon demand by a Rupee Lender promptly
indemnify such Rupee Lender against any such payment or liability arising or in
any relation to Taxes or other wise (except for corporate tax) in relation to any
sum received or receivable pursuant to the Financing Documents, that are
required to be borne by the Borrower, together with any interest, penalties, costs
and expenses payable or incurred in connection therewith.
16.18.3 Notification by the Rupee Lenders
The Rupee Lenders intending to make a claim under Section 16.18.2 (Tax
Indemnity) hereof shall notify the Facility Agent promptly and in any event
within ten (10) Business Days of becoming aware of the circumstances by
which it is entitled to do so and shall deliver to the Facility Agent, a certificate
setting out in reasonable detail the basis of such claim, whereupon the Facility
Agent shall promptly, and in any event within ten (10) days from the date on
which it receives such certificate, notify the Borrower thereof and shall deliver
to the Borrower a copy of such certificate.
16.18.4 Notification by Borrower
If at any time, the Borrower is required by law to make any deduction or

withholding from any sum payable hereunder (or if thereafter there is any
change in the rates at which or the manner in which such deductions and
withholdings are calculated), the Borrower shall as soon as practicable notify the
Facility Agent and the Secured Parties thereof.
16.18.5 Receipt
The Borrower shall deliver to the Facility Agent and the Secured Parties within
ten (10) days of receipt (or such other period as the Secured Parties may agree) a
copy of the receipt, if any, issued by the applicable taxation or other authority
evidencing the deduction or withholding of all amounts required to be deducted
or withheld from such payment or (if the Borrower fails to provide a copy of
such receipt) such other evidence as may be requested by the Secured Party to
whom such payment is made.
16.19 Deed of Accession
The Parties acknowledge and agree that from time to time, certain Persons
providing financial assistance to the Borrower for the financing of the Project,
who have been approved by the existing Rupee Lenders, may accede to this
Agreement by executing a Deed of Accession substantially in the form contained
in Schedule VII of this Agreement and upon acceptance of such Deed of
Accession by the Facility Agent such Persons shall be entitled to the benefits of
this Agreement as a Rupee Lenders and be bound by the terms of this Agreement.
Provided that the Facility Agent shall not accept any deed of confirmation/
127
adherence executed as per the terms of the Financing Documents unless prior
approval of all the Rupee Lenders have been obtained.
The Parties further acknowledge and agree that if necessary, appropriate

amendments shall be made to this Agreement upon accession by such creditor to
this Agreement.
16.20 Favourable Loan
The Borrower hereby agrees and confirms that in case more favourable terms are
stipulated by any Rupee Lender, the same shall apply mutatis mutandis to the
other Rupee Lenders except for terms related to Lending Rate, tenor, repayment or
prepayment terms, interest reset, Default Interest, Additional Interest, up front fee
and Commitment Fees stipulated by any foreign currency lender and Government
owned financial institutions like LIC, PFC, REC, HUDCO, IIFCL, IREDA, PTC
or others in compliance with their respective approved funding guidelines. .
128
SCHEDULE I
PART A
DETAILS OF THE RUPEE LENDERS AND RUPEE FACILITY
Sr. Name of Rupee Lending Rate

No. Rupee Commitment Specified Spread as Effective Interest
Lender and (amount in Base Rate on date of rate (as on Reset Date
Lending Rs. Crores) (as on date signing of the date of
Office of signing of the signing of
the Agreement the
Agreement) (the Agreement)
“Spread”
till next
reset date)
1. Aditya 257 HDFC Bank 2.75% 12.75% p.a Annually,
Birla Base Rate commencing
Finance from the date
Limited of COD
One
Indiabulls
Center,
Tower 1,
18th floor,
Jupiter Mill
Compound,
841,
Senapati
Bapat Marg,
Elphinstone
Road,
Mumbai
400 013
129
PART B
DETAILS OF THE PARTICIPATING LENDERS / ISSUING LENDERS AND LC

FACILITY
Sr. Name of Rupee Lender and Lending Office Earmarked Amount

No. (amount in Rs. Crores)
1. Aditya Birla Finance Limited 141.35
One Indiabulls Center, Tower 1,

18th floor, Jupiter Mill Compound,
Elphinstone Road, Mumbai 400 013
130
SCHEDULE II
FINANCING PLAN
The Project Cost of Rs. 257,00,00,000 (Rupees Two Hundred Fifty Seven Crores Only),
is proposed to be funded at a debt-equity ratio of 70:30 and the break-up of means of
finance is given below:
Source of Funds Amount (Rs. in crore) % of Project Cost

Equity 110 30%
Debt 257 30%
Total Project Cost 367 100%
131
SCHEDULE III
ESTIMATED PROJECT COSTS
A broad breakdown of the Project cost components is as presented below:
(Rs. in crore)
Description Cost in Rs. Cr.
EPC Price 338.40
Project Site and Diligence expenses 3.10
Preliminary & Pre-operative expenses 4.90
IDC 11.40
Contingencies 3.40
WC Margin 4.70
Financing Charges 1.10
Total Project Cost 367.00
132
SCHEDULE IV
REPAYMENT SCHEDULE
The Borrower shall repay the RTL facility in 51 quarterly instalments as under:
Year Ending Q-1 Q-2 Q-3 Q-4 Total % of yearly

principle repayment
31-Mar-17 0.00% 1.70% 1.70% 0.80% 4.20%
31-Mar-18 0.75% 1.75% 1.75% 0.75% 5.00%
31-Mar-19 0.76% 1.78% 1.78% 0.76% 5.08%
31-Mar-20 0.98% 2.02% 2.02% 0.98% 6.00%
31-Mar-21 0.99% 2.31% 2.31% 0.99% 6.60%
31-Mar-22 1.08% 2.52% 2.52% 1.08% 7.20%
31-Mar-23 1.19% 2.77% 2.77% 1.19% 7.92%
31-Mar-24 1.29% 3.00% 3.00% 1.29% 8.58%
31-Mar-25 1.23% 2.87% 2.87% 1.23% 8.20%
31-Mar-26 1.35% 3.15% 3.15% 1.35% 9.00%
31-Mar-27 1.47% 3.42% 3.42% 1.47% 9.78%
31-Mar-28 1.61% 3.75% 3.75% 1.61% 10.72%
31-Mar-29 1.76% 4.10% 4.10% 1.76% 11.72%
Total 100.00%
133
SCHEDULE V
CLEARANCES
Clearances shall include the following approvals/ consents:
1. Approval for power evacuation arrangements for the Project from Rajasthan Rajya
Vidyut Prasaran Nigam Limited.
2. Approval and registration of the project with RREC.
3. Approval from the State Level Screening Committee.
4. Approval from National Institution of Wind Energy, for the types of WTGs to be
installed for the Project.
5. Approval for allotment of government land for the Project from the District
Collector, Jaisalmer.
6. Consent to Establish from the State Pollution Control Board which will be duly
provided by the Borrower within sixty (60) days of Initial Drawdown Date.
7. No objection certificate from the Ministry of Defence.
8. Approval from the State Level Empowered Committee which will be duly
obtained by the Borrower prior to COD.
9. Approval under Section 68 of the Electricity Act, 2003 from the Government of
Rajastham.
10. Approval for electrical installations and works under the Electricity Act, 2003
which will be duly obtained by the Borrower within sixty (60) days after COD.
11. Commissioning Certificate which will be duly obtained by the Borrower on COD.
12. Approval for synchronization of the Project to the state Grid from the State
Transmission Utility which will be duly obtained by the Borrower prior to COD.
13. Consent to Operate from the State Pollution Control Board which will be duly
obtained by the Borrower prior to COD.
134
SCHEDULE VI
PART A
EPC CONTRACTS
The EPC Contracts shall include the following:
1. Purchase Order for supply of Nacelle, Hub and Controller dated October 2014
issued by the Borrower in favour of Suzlon Energy Limited;
2. Purchase Order for supply of sets of three rotor blades dated October 2014 issued
by Borrower in favour of Suzlon Energy Limited;
3. Purchase Order for supply of tubular towers dated October 2014 issued by
Borrower in favour of Suzlon Energy Limited;
4. Purchase Order for supply of transformer dated October 2014 issued by Borrower
in favour of Suzlon Energy Limited;
5. Work Order for execution of civil and allied works dated October 6, 2014 issued
by Borrower in favour of Suzlon Gujarat Wind Park Limited;
6. Work Order for erection, installation and commissioning dated October 6, 2014
issued by Borrower in favour of Suzlon Gujarat Wind Park Limited;
7. Work Order for electrical works dated October 6, 2014 issued by Borrower in
favour of Suzlon Gujarat Wind Park Limited;
and shall include any amendments, supplements or replacements to the contracts

mentioned above that has been entered into as approved by the Facility Agent.
PART B
OTHER CONTRACTS
1. User Agreement dated October 6, 2014 entered into between the Borrower and
Suzlon Power Infrastructure Limited.
and shall include any amendments, supplements or replacements to the contracts

mentioned above that has been entered into as approved by the Facility Agent.
135
SCHEDULE VII
FORMAT OF DEED OF ACCESSION
To: the Rupee Lenders

[Insert Address]
To: Facility Agent

[Insert Address]
Cc: Borrower
[Insert Address]
THIS DEED OF ACCESSION (the “Deed”) dated _____________________ is

supplemental to the Common Rupee Loan Agreement (the “Common Rupee Loan
Agreement”) dated November 10. 2014 entered into inter alia among the Borrower, the
Facility Agent, the Rupee Lenders. Words and expressions defined in the Common Rupee
Loan Agreement have the same meaning when used in this Deed of Accession.
[Name of the new Rupee Lender] of [address] hereby agrees with each other Person who
is or who becomes a Party to the Common Rupee Loan Agreement that with effect on and
from the date hereof, it shall be a Party to the Common Rupee Loan Agreement as a
Rupee Lender in respect of its financial assistance by way of term loan facility (including
issuance of letter(s) of credit) ____________ for a sum of _________ and shall assume
and perform all obligations applicable to it as a Rupee Lender and specified in the
Common Rupee Loan Agreement therein.
[Name of the new Rupee Lender] of [address] hereby appoints the Facility Agent to act as
its agent as provided in the Common Rupee Loan Agreement, the Financing Documents
and the Security Documents and agrees to be bound by such documents.
Address for notices of the [new Rupee Lender] for the purposes of Section 16.3 (Notices)
of the Common Rupee Loan Agreement is:
Name: [●]
Address: [●]
Attn: [●]
Fax: [●]
Phone: [●]
________________________________
Signature of Authorised Officer for
and on behalf of the [new Rupee Lender]
Acknowledged and accepted by the Facility Agent

(acting for itself and on behalf of the Rupee Lender)
136
SCHEDULE VIII
INSURANCES
1. Marine Insurance: Marine Cargo Open Policy purchased by Suzlon from Tata
AIG (Policy No. 0830013891).
2. Erection All Risk insurance from ICICI Lombard (Policy Number

5006/89627534/00/000).
137
EXHIBIT 1 – FORMAT OF NOVATION DEED
NOVATION DEED
THIS NOVATION DEED is made on this [●] day of _______________, [●] at [●] by
and among:
OSTRO JAISALMER PRIVATE LIMITED, a company incorporated in India under

the Companies Act, 1956 with its registered office at Unit No. G-0, Ground Floor, Mira
Corporate Suites, 1&2 Ishwar Industrial Estate, Mathura Road, New Delhi 110 065
(hereinafter referred to as the “Borrower”, which expression shall, unless repugnant to
the context, be deemed to include its successors and permitted assigns);
ADITYA BIRLA FINANCE LIMITED, a non banking finance company incorporated

under the provisions of the Companies Act, 1956 with company identification number
U65990GJ1991PLC064603 and having its registered office at Indian Rayon Compound,
Veraval, Gujarat 362 266 and having its branch office at One Indiabulls Center, Tower 1,
18th floor, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road,
Mumbai 400 013, in its capacity as the facility agent (hereinafter referred to as the
“Facility Agent” which expression shall unless repugnant to the context or meaning
thereof, be deemed to include its successors, assigns, transferees and novatees, all in
accordance with the provisions of the Financing Documents); and
[INSERT NAME OF NEW LENDER], a company incorporated under the Companies

Act, 1956 and having its registered office at [●] (hereinafter referred to as “[●]”, which
expression shall unless repugnant to the context or meaning thereof, be deemed to include
its successors, assigns, transferees and novatees).
1. This Novation Deed dated [●] is in relation to the Common Rupee Loan
Agreement dated [●] executed between inter alia the Borrower, Facility Agent
and the Rupee Lender (“Agreement”).
Terms defined in the Agreement have the same meaning in this Novation Deed
and in particular:
“Existing Lender” means [Insert name of the Existing Lender];
“New Lender” means [Insert name New Lender].
2. The Existing Lender:
(A) confirms that, to the extent details appear below under the heading “Rights
and/ or Obligations to be Novated”, those details accurately summarise
the rights and/ or obligations which are to be novated and which are, upon
delivery of this Novation Deed to the Facility Agent (but subject to
paragraph 3 below), cancelled and discharged in accordance with Section
16.8 (Novation and Participation) of the Agreement;
(B) confirms that any consent, if required, in accordance with Section 16.8
138
(Novation and Participation) of the Agreement has been obtained for this
novation; and
(C) gives notice to the undersigned New Lender that the Existing Lender is
under no obligation to repurchase all or any part of those rights and/ or
obligations at any time or to support any losses suffered by the New
Lender.
3. The undersigned New Lender agrees that it assumes and acquires new rights and/
or obligations in accordance with Section 16.8 (Novation and Participation) of the
Agreement on and with effect from [_______].
4. The New Lender:
(A) confirms that, until further notice, its Lending Office and details for
communications are set out below;
(B) agrees to perform and comply with the obligations expressed to be

imposed on it by Section 16.8 (Novation and Participation) of the
Agreement as a result of this Novation Deed taking effect;
(C) acknowledges and accepts paragraph 2(C) above;
(D) if not already a Rupee Lender, appoints the Facility Agent to act as its
agent as provided in this Agreement and the other Financing Documents
and agrees to be bound by such agreement thereto; and
(E) confirms, on the basis of the facts then known to it, that the novation will
not give rise to any requirement for any withholding or increased cost or
other cost or expense to the Borrower which would not be incurred by the
Borrower if the novation did not take place.
5. The above confirmations and documents are given to and for the benefit of and
made with each of the other Parties to the Agreement.
Rights and/ or Obligations to be Novated
The Existing Lender’s Available Commitment/Outstanding Due Amounts to be novated:

Rs. [●]/-.
This Novation Deed shall be governed by and construed in accordance with the laws of
India.
For the Existing Lender
Name:
By:
139
Authorised Signatory
Date:
For the New Lender
Name:
Date:
Lending Office
Address:
Facsimile No.:
Telex No.:
Attention:
Agreed for and on behalf of itself as Facility Agent acting on behalf of the Rupee Lender
and the other parties to the Agreement
Name:
By:
Date:
140
EXHIBIT 2 – DRAWDOWN NOTICE
To: Aditya Birla Finance Limited, as Facility Agent
Cc: [●], as Rupee Lender
Drawdown Notice of the Borrower
[AM Note: to be finalized once all conditions precedent and conditions subsequent are
finalized]
141
EXHIBIT 3 – LENDING CONFIRMATION NOTICE
To: Ostro Jaisalmer Private Limited
Cc: [●], as Rupee Lender
Lending Confirmation Notice
Ladies and Gentlemen:
This notice is issued pursuant to Section 5.5.1 (b) of the Common Rupee Loan
Agreement, dated November 10, 2014 (the “Common Rupee Loan Agreement”)
executed among the Borrower, the Rupee Lenders and the Facility Agent in connection
with the, Drawdown Notice of the Drawdown dated [].
1. We hereby state that as of the date hereof, we have not received an Unsatisfied CP
Notice from the Rupee Lender in accordance with the Common Rupee Loan
Agreement.
2. Based on the information supplied to us by the Borrower, we also confirm that the
conditions precedent to Drawdown stipulated in Section 9 (Conditions Precedent)
of the Common Rupee Loan Agreement have been fully satisfied.
3. Pursuant to Section 5.4 (Mechanics for Requesting Drawdown) of the Common

Rupee Loan Agreement, Drawdown may occur in terms of the Drawdown Notice
of the Borrower dated [], [].
For and on behalf of Aditya Birla Finance Limited, as Facility Agent

______________________________
Name:
Designation:
142
EXHIBIT 4 – DRAWDOWN CERTIFICATE OF LENDERS INDEPENDENT
ENGINEER
To: Aditya Birla Finance Limited, as Facility Agent
Drawdown Certificate of the Lenders Independent Engineer
Ladies and Gentlemen:
We, the undersigned [Authorised Officer] of [ ] (the “Lenders Independent Engineer”),

DO HEREBY CERTIFY that:
1. This certificate is furnished pursuant to Section [●] (insert only for Initial
Drawdown)/ Section [●] of the Common Rupee Loan Agreement, dated
November 10, 2014 (the “Agreement”) executed among the Borrower, the Rupee
Lender and the Facility Agent in connection with the Drawdown Notice of the
Borrower dated __________, 20__. Unless otherwise defined herein, all
capitalized terms used herein have the meanings assigned to those terms in the
Agreement.
2. To the best of our knowledge:
(a) each of the certifications made by the Borrower in the Drawdown Notice
are true, complete and correct;
(b) the Drawdown for the issuance of the Rupee Facility is as per the Banking
Base Case;
(c) the Estimated Project Costs is true, complete and correct in all respects;
(d) the Project Site is suitable for the construction and operation of the Project;
(e) the Construction Budget reflects the amounts of all the Estimated Project
Costs and it conforms to the Banking Base Case;
(f) the Borrower has made all suitable security arrangements necessary for the
Project;
(g) the Borrower has made adequate arrangements for the operation and
maintenance of the Project including inter alia recruiting the necessary
qualified and experienced personnel;
(h) the prices for the procurement of equipment, plant and machinery under
the Contracts is comparable with the prices of the similar equipment, plant
and machinery procured through competitive bidding process at other
similar projects; and
(i) the funds required for the Project is commensurate with the progress of the
Project.
143
IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of _______,
20__.
[]
By: ______________________
Name:
Title:
144
EXHIBIT 5 - FORM OF LETTER OF COMFORT1
LETTER OF COMFORT FOR YOUR LETTER OF CREDIT
REF NO:
DATE:
To
[Issuing Bank]
[Insert Address]
Dear Sir,
This letter of comfort is furnished pursuant to Section 3.1.1 (Letter(s) of Credit) of the
Common Rupee Loan Agreement, dated November 10, 2014 (the “Agreement”), among,
inter alia, the Borrower, the Rupee Lenders and the Facility Agent.
In consideration of your issuing a letter of credit of face value Rs. [insert value of letter of
credit] (“LC”) on behalf of Ostro Jaisalmer Private Limited, a company incorporated in
India under the Companies Act, 1956 with its registered office at Unit No. G-0, Ground
Floor, Mira Corporate Suites, 1&2 Ishwar Industrial Estate, Mathura Road, New Delhi
110 065 in favour of M/s. [insert name of Contractor/Supplier] (“Beneficiary”), we
hereby:
(a) Agree and undertake to pay to you unconditionally upon demand by you to us in
writing the sum of Rs. [Insert Participating Interest amount], together with all
interest, costs, charges and expenses suffered or incurred by you in consequence
thereof or arising therefrom, on receipt of the Notice of Demand, stating the
amount payable by us and that the said LC has been invoked by the Beneficiary in
relation of such LC; and
(b) Irrevocably authorise you to make any payments and comply with any demands
which may be made by the Beneficiary under the said LC without any reference to
or further authority from us.
Notwithstanding anything contained herein, our liability under this Letter of Comfort
shall not exceed Rs. [insert amount].
Capitalised terms not defined herein shall have the meaning given to them in the
Agreement.
Place:
Date:
1
The form of the Letter of Comfort may be amended based on the prevailing internal policies of the Rupee Lenders
(as the case may be) and any amendments thereof.
145
SIGNED AND DELIVERED
by the withinnamed
[Insert Name of Rupee Lender]
in its capacity as Rupee Lender
by the hands of Shri/ Smt. ________________
its authorised official.
146
EXHIBIT 6 – FORM OF LC INTEREST NOTICE
REF NO:
DATE:
All the Persons set out in Part B of Schedule I hereto
Re: Participating Interest for LCs
This notice is delivered pursuant to the Common Rupee Loan Agreement, dated
November 10, 2014, among, inter alia, the Rupee Lenders, the Issuing Bank, the Facility
Agent and the Borrower (“Agreement”). Capitalized terms used herein without definition
shall have the meaning specified in the Agreement.
Pursuant to Section 3.1.1 (Letter(s) of Credit) of the Agreement, the undersigned (the
“Facility Agent”) hereby notifies you that a letter of credit for an LC Value of Rs. [][] is
proposed to be issued by the Issuing bank in favour of the Participating Lenders and to be
issued by the Issuing Lenders in favour of [] on [] in accordance with the terms of the
Agreement. We hereby notify you that the Participating Interest of the Rupee Lenders in
the Letter of Credit is proposed to be as follows:
Sl. No. Name of Participating Lender Participating Interest

1
2
3
4
5
6
7
8
9
Total
Please issue Letters of Comfort for the amount of your respective proposed Participating
Interest as stipulated hereinabove.
Sl. No. Name of Issuing Lender LC Value

1
2
3
Total
147
Please issue LCs for the amount of your respective LC Value as stipulated hereinabove.
By ________________
Name: _____________
Title: _______________
Date: _______________
148
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and acknowledged by their respective officers or representatives hereunto duly
authorised, as of the date first above written.
THE COMMON SEAL of OSTRO )

JAISALMER PRIVATE LIMITED, in its )
capacity as the BORROWER, has pursuant to the )
Resolution of its Board of Directors passed in that )
behalf on _________________________________ )
hereunto been affixed in the presence of )
_________________________________________ )
___________________________, who has signed )
these presents in token thereof. )
149
SIGNED AND DELIVERED by the )
withinnamed ADITYA BIRLA FINANCE )
LIMITED, in its capacity as FACILITY )
AGENT, by the hands of )
Shri/Smt._________________________________ )
______________________, its authorised official. )
150
SIGNED AND DELIVERED by the withinnamed )
ADITYA BIRLA FINANCE LIMITED, in its )
capacity as RUPEE LENDER, by the hands of )
Shri/Smt.__________________________________ )
_______________________, its authorised official. )
)
151

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DATED NOVEMBER 10, 2014

50.4 MW WIND FARM PROJECT

COMMON RUPEE LOAN AGREEMENT

OSTRO JAISALMER PRIVATE LIMITED

ADITYA BIRLA FINANCE LIMITED

THE PERSONS SET FORTH IN SCHEDULE I

Amarchand & Mangaldas & Suresh A. Shroff & Co.

1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION........................................................... 1

This COMMON RUPEE LOAN AGREEMENT (the “Agreement”) is made on the

1. OSTRO JAISALMER PRIVATE LIMITED, a company incorporated in India

2. ADITYA BIRLA FINANCE LIMITED, a non banking finance company

3. THE PERSONS SET OUT IN SCHEDULE I as Rupee Lenders (hereinafter

NOW, THEREFORE, in consideration of the foregoing, the Rupee Lenders entering

1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

Abandonment shall mean the cessation of performance of obligations by the

Auditor(s) shall mean such firm of chartered accountants of recognized

Available Commitment shall mean the Unutilized Earmarked Amounts and/or

Availability Period shall mean:

Business Day(s) shall mean:

CIBIL shall mean Credit Information Bureau (India) Limited.

Commitment shall mean the aggregate principal amount of Rs. 257,00,00,000

Consents to Assignment or Direct Agreement(s) shall mean the agreements

Contractors shall mean each of the counter-parties to any Contract or collectively

Debentures shall include compulsory convertible debentures or optionally

for that period.

Deterioration of Creditworthiness shall mean in relation to the Borrower the

(a) downgrade in rating by a Credit Rating Agency;

(d) any adverse comment from the Auditor; or

Directors shall mean directors on the Borrower’s Board.

Documents shall mean the documents as specified under Letter(s) of Credit

Documentary Credit Application(s) shall mean the Borrower’s application(s) to

Drawdown Date shall mean the date of each Drawdown.

Drawdown Notice shall mean the certificate to be provided by the Borrower to

Due Date shall mean, in respect of:

(b) Interest, the Interest Payment Date; and

EPC Contract(s) shall have the meaning specified in Part A of Schedule VI of

Financing Documents shall mean:

(a) this Agreement;

(b) the Security Trustee Agreement;

(c) the Facility Agent Agreement;

(d) the Trust and Retention Account Agreement;

(e) the Sponsor Support Agreement;

(f) the Promoter Fund Undertaking;

(g) the Intercreditor Agreement, if any;

(h) the Security Documents;

GOI shall mean the Government of India.

Goods shall mean goods described in the Documentary Credit Application.

Government or GOR shall mean the Government of the State of Rajasthan or

Governmental Authority shall mean the GOI, Government or the government of

IIFCL shall mean India Infrastructure Finance Company Limited.

Indian GAAP shall mean generally accepted accounting principles in India, as in

Initial Drawdown Date shall mean date of the Initial Drawdown.

Intellectual Property shall mean all patents, patent applications, trademarks,

Intercreditor Agreement shall mean the agreement to be entered into amongst

IREDA shall mean Indian Renewable Energy Development Agency Limited.

LC Commission shall have the meaning given in Section 3.4.1 (Charges).

LC Commission Period shall mean in respect of a Letter of Credit at the time of

Legal Proceeding(s) shall mean any litigation, judicial, quasi-judicial,

Lenders Counsel shall mean:

Lending Office shall mean:

Address: Aditya Birla Finance Limited

Lending Confirmation Notice shall have the meaning given to it in Section

Letter of Comfort shall mean, with respect to each Participating Lender, in