Indemnity for Title This Deed Of Indemnity is made at ........ this ........ day of. ... between Mr. A of ........ hereinafter referred to as 'the Vendor- of the One Part and Mr. B of ....... hereinafter referred to as 'The Purchaser' of the Other Part: Whereas by a Deed of Conveyance bearing even date with these Presents but executed before this deed and made between the Vendor of the One Part and the Purchaser of the Other Part, the Vendor has granted and transferred by way of sale the land and premises at ........ more particularly described In the Schedule by the said Deed of Conveyance. being the same as described In the Schedule hereunder written. And Whereas the title of the Vendor to the said land and premises described in the Schedule hereunder written is based on the Vendor being in possession thereof for the last more than twelve years as of right and without any Interruption from anybody else and which possession has now become adverse and there Is no document of title in respect thereof in favour of the Vendor. And Whereas at the treaty of the sale of the said land and premises it was agreed between the Vendor and the Purchaser that the Vendor shall execute a separate deed indemnifying the Purchaser against any claim made and established by any of the owners of the said land described An the Schedule of the said Deed of Conveyance being the same as described in the Schedule hereunder written and which the Vendor now proposes to do, NOW THIS DEED WITNESSETH THAT pursuant to the said agreement, the Vendor doth hereby covenant with the Purchaser that the Vendor will indemnify and will keep indemnified the Purchaser against any loss, costs, charges and expenses the Purchaser may Incur or suffer on account of any claim being made and established by any person or persons found interested In the said land and premises described in the Schedule hereunder written or any part thereof. IN WITNESS WHEREOF the Vendor has put his hand the day and the year first hereinabove written. THE SCHEDULE ABOVE REFERRED TO Signed and delivered by the withinnamed Vendor ... Mr A ..... in the presence of .......... Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Indemnity by Heirs for Release of Provident Funds, Gratuity of a Deceased Employee Without Production of Legal Representation The President of India, Through the Secretary, Ministry of ....................... Department of ................... Government of India, New Delhi. Dear Sir, In consideration of your having agreed to disburse the provident fund and gratuity amounting to Rs. ........... due and payable to my husband Shri ............................ (who was working as ...................... in ...................... Department, Ministry of ................. New Delhi, and who has expired on ................... ), without insisting upon the production of succession certificate from a competent court, I, Smt. ................. hereby undertake to hold you the President of India, its servants and agents harmless and indemnified against all claims, costs, charges or expenses that you may suffer or incur in connection with disbursing the said Provident Fund and Gratuity amount to me as requested. Yours faithfully, .............................. Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Indemnity for Loss of Title Deeds Deed Of Indemnity made at ....... this ....... day of ..... between Mr. A residing at ..... hereinafter referred to as the 'Vendor' of the One Part and M/s AB & Co. Ltd., a company registered under the Companies Act, 1956. and having its registered office at ....... hereinafter referred to as the 'Purchaser' of the Other Part Whereas by a Deed of Conveyance bearing even date with these presents but executed prior hereto and made between the Vendor of the One Part and the Purchaser of the Other Part the Vendor has granted and conveyed to the Purchaser the land and premises situate at ....... and more particularly described in the Schedule hereunder written. And Whereas at the execution of the said Deed of Conveyance the Vendor was required to produce and hand over to the Purchaser all the title deeds relating to the said land and premises and in the possession of the Vendor. And Whereas the Vendor however represented to the Purchaser that all the title deeds in his possession at one time have been lost or misplaced and In spite of diligent search they have not been found. And Whereas the Vendor also represented to the Purchaser that he has not deposited the said title deeds with any person as equitable security or otherwise. And Whereas relying on the said representations of the Vendor the Purchaser agreed to complete the sale by obtaining the Deed of Conveyance from the Vendor provided the Vendor agreed to execute a separate deed of indemnity indemnifying the Purchaser against any loss he may suffer on account of the loss of title deeds or on account for any claim arising out of such loss or otherwise howsoever. and which the Vendor has agreed to execute. Now This Deed Witnesseth that pursuant to the said agreement and the premises, the Vendor doth hereby agree to indemnify and keep indemnified the Purchaser against all loss, charges, costs, and expenses, he may incur or suffer on account of the title deeds relating to the said property being not handed over to the Purchaser or on account of any claim being made against the said property or the Purchaser, on the basis of the said title deeds or any of them being deposited as security or otherwise howsoever. IN WITNESS WHEREOF the Vendor has put his hand the day and year first hereinabove written. Signed and delivered by the with in named Vendor Mr. A in the presence of ... ... Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Indemnity by Debtor to his Guarantor Deed Of Indemnity is made at ...... this ..... day of..,.. between Mr. A residing at ..... hereinafter referred to as "the Debtor' of the One Part and Mr. B residing at .... hereinafter referred to as 'the Guarantor' of the Other Part. Whereas by a Deed of Guarantee executed by the Guarantor on the.....day of ..... in favour of ...... Bank. the Guarantor has guaranteed repayment of the amount of Rs ........ borrowed by the Debtor from the said Bank with interest and costs to the said Bank. And Whereas the Guarantor has requested the Debtor to execute a Deed of Indemnity In favour of the Guarantor for any loss and expenses he may suffer on account of the non payment of the said loan with interest and costs by the Debtor to the said Bank and the Bank recovering the same from the Guarantor and which the Debtor has agreed to do. NOW THIS DEED WITNESSETH that pursuant to the agreement and in the premises the Debtor doth hereby agree to indemnify and keep indemnified the Guarantor in the event of his being required to make payment of the said loan with interest and costs to the said Bank and against all loss, costs, charges and expenses he the Guarantor may suffer or incur on account thereof. And it is declared that this indemnity is without prejudice to and is in addition to the rights of subrogation of the Guarantor in law. IN WITNESS WHEREOF the Debtor has put his hand the day and year first hereinabove written. Signed and delivered by the withinnamed Debtor Mr. A In the presence of ...... Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

TRANSFER DEED TRANSFERRING THE PROJECT TO THE GOVERNMENT THIS AGREEMENT  made at……………..on this……………..day of..........20…between the Modern Project Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered off ice at (hereinafter referred to as the "Project Company" which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its Successors and Assigns) of the ONE PART and State of Maharashtra through the Ministry of Surface Transport and having its office…………….. (hereinafter referred to as the "Government" which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its Successors and Assigns) of the OTHER PART;   WHEREAS  by an agreement dated……………..executed between the Project Company on the one part and the Government of Maharashtra on the other part, hereinafter referred to as the Project Agreement, the Project Company was granted the right to construct a bridge on the land described in the said agreement and the Project Company was also granted the concession/licence to collect toll for a period of ……………..years from the date of commencement of the said Project Agreement; AND WHEREAS  the Project Company has constructed the said bridge on or about……… in accordance with the terms/conditions and specifications contained in the said Project Agreement and the Government has issued the Certificate of Completion of the Project on ……………..vide letter No. ..................... dated issued by the office of the Chief Engineer, Public Works Department who was designated as Government's Engineer under the said Project Agreement;   AND WHEREAS  it was inter alia provided in the said Project Agreement that the Government will execute the lease deed in respect of the said land in favour of the Project Company for a period of............. years and accordingly the Government granted lease rights of the said land in favour of the Project Company for a period of ........ years by lease deed dated……………..registered as No……………..in Book No…………….. Volume No……………..in the office of the Sub  Registrar of Assurances Delhi;   AND WHEREAS  it was inter alia provided in the said Project Agreement that the Project Company shall transfer the said bridge along with the structures standing on the said land to the Government after the expiry of concession period;   AND WHEREAS  the said concession period has expired on......................and in terms of the said Project Agreement, the Project Company has desired to transfer the said bridge alongwith the structures constructed on the said land and the Government has agreed to accept the said transfer.   NOW THIS INDENTURE OF TRANSFER WITNESSETH AS UNDER   That in pursuance of the said Project Agreement and in consideration of the Premises, the Project Company hereby grant convey, transfer and assign by way of transfer deed unto the Government all those pieces and parcel of land admeasuring................. sq. ft. bearing plot No. Khasra No ……………..Mouza……………..Tehsil……………..Sub-Urban……… District…………….. hereinafter referred to as the said land, together with the bridge constructed thereon along with the structures constructed on the said land which consists of cabins for office staff collecting toll, cabin for watchmen, outhouses for the staff collecting toll, cabin for visiting officers/supervisor/accountant, etc., more particularly described in the Schedule herein and delineated in the plan attached hereto and coloured thereon together with building, fixtures, etc., hereinafter referred to as the "said property" with all the estate, right, title and interest of the Project Company herein together with all other rights, easements, advantages, privileges and appurtenances whatsoever in the said piece and parcel of land to hold the same unto the Government herein absolutely for ever and absolutely free from all encumbrances, claims, demands, attachments, and charges of all claim but subject however to the payment of all government assessments and other taxes payable to the Government of Maharashtra or any other local authority in respect of the said land and property more particularly described in the Schedule hereunder and delineated in the plan attached hereto and coloured thereon together with all ways, waters, watercourses thereto, whatever in the said piece or parcel of and more particularly described in the Schedule hereunder and hereby conveyed, the Project Company covenant and confirm that all rents, rates, taxes, assessments, dues, duties on the said property have been paid by them upto and including the date of these presents and further covenant that should any rates, taxes, dues, and duties be found payable upto the date, the same shall and will be paid by it and   WHEREAS the Project Company doth hereby covenant with the said Government that if, the Project Company has good right, title, interest and full power to grant , convey, transfer and assign the said piece and parcel of property more particularly described in the Schedule hereunder and delineated in the plan attached hereto and coloured thereon in the manner aforesaid and that the said property is free from all encumbrances, claims, demands, and other court attachments and that the Government may quietly enter into and enjoy the same, the tolls and profits of the said property without any lawful interruption, claims, demands or disturbance whatsoever from the said Project Company or any other person or persons claiming through it, under or in trust for the said Project Company and that free and clear and freely and clearly and absolutely acquitted, exonerated, released and forever discharged or otherwise by the Project Company and sufficiently saved, defended, kept harmless and indemnified of, from and against all former and other estates, titles and charges and/or encumbrances whatever had made, executed, occasioned or suffered by the Project Company or by any other person or persons lawfully or equitably claiming or to claim by, from, under or in trust for them, or any of them with the Project company, and all persons having or lawfully or equitably claiming any estate, right, title or interest in law or in equity in all the said property hereby assigned, transferred or any part thereof by, from or in trust for the Project Company or its successors, assigns and representatives shall and will from time to time.   And the Project Company doth hereby covenant with the Government that notwithstanding any act, deed, matters or things whatsoever by the Project Company or by any person or persons lawfully or equitably claiming by, from, through under or in trust for him, made, done, committed or knowingly or willingly suffered to the contrary, its right, title or interest to the said property not becoming void or voidable or the Project Company doth hereby covenant with the Government that there is no mortgage, charge, lien or other encumbrance on the said property.   And the Project Company doth hereby further covenant with the Government that the project assets are in good working condition, have been properly maintained and meet the minimum construction and performance standards as required by the Project Agreement and the bye-laws of the local authority and further covenant that the said project property will be in working condition for a further period of................... years as per the certificate issued by the Structural Consultants to the Project Company.   And the Project Company hereby declares that it has handed over to the Government all documents of title, designs, all drawings including Structural, RCC and working drawings, accounts of the toll collected during the period of operation and papers and documents relating to, belonging to or connected with the said property and the Project Company declares and confirms that it does not have any other document of title and should it come in possession of any evidence or document of or relating to title or project, it shall and will hand over or cause to be handed over to the Government or any person claiming through or under the Government.    And lastly the Project Company doth hereby confirm that it had handed over to and placed the Government in possession of the said property hereby granted, conveyed, transferred and assigned unto the Government.   AND THE PROJECT COMPANY DOTH HEREBY FURTHER COVENANT with the said Government that whenever reasonably required by the said Government and at the cost of the Government, the Project Company will do sign and execute all other acts, deeds and writings for further and better assuring the said land and property more particularly  described in the Schedule hereunder and hereby transferred to the said Government   IN WITNESS WHEREOF  the Project Company has hereunto set and subscribed their respective hands and seals respectively on the day and year first above mentioned The Schedule above referred to Signed and delivered by the within named Modern Project Co. Ltd. by the hands of Shri ……………..Managing Director thereof in the presence of 1 . 2. Signed and delivered by the within named The Governor of Maharashtra state, by the hands of Shri ……………..authorized signatory in the presence of 1 . 2. Download Word Document In English. (Rs.30/-) Download PDF Document In Hindi. (Rs.30/-)

AFFIDAVIT- CUM-DECLARATION BY DIRECTOR   Download Word Document In English. (Rs.40/-) Download PDF Document In Hindi. (Rs.40/-) In the matter of the execution of the Debenture Trust Deed by ABC Power Generation Company Limited, in favour of XYZ Finance Company Ltd. (hereinafter referred to as 'XYZF') acting as Trustees for the holders of Non-Convertible Debentures of Rs. 100 each and of the aggregate value of Rs. 47.00 crores.   I, Shri son of aged about…………… years, residing at……………do hereby most  solemnly and sincerely affirm and state, as follows:   1. I am a Director of ABC Power Generation Company Limited, a public Company registered under the Companies Act, 1956 (1 of 1956), and having its Registered Office……………at Mumbai - 400034 (hereinafter referred to as the'Company').   2.I am fully conversant with the facts and circumstances relating to the issue by the Company of 47,00,000 Secured Redeemable Non-convertible Debentures, of Rs.100 each and of the aggregate value of Rs. 47.00 crores (hereinafter called 'said'Debontures'), in my capacity as its Director. I have been duly authorised by a Resolution passed by the Board of Directors of the Company at a meeting held on……………to make this Declaration for and on behalf of the Company.   3.I say that the Company is seized and is well and sufficiently entitled to   (a) all those piece and parcel of land hereditaments and premises situate at Flat No. ……………admeasuring……………sq. ft. of built up area on first floor of the building constructed on the Plot No.1 "Seaview……………situate lying and being in Registration District……………Registration Sub-District Mumbai, Village ............... ,Taluka …………Mumbai - 400 023 n the State of Maharashtra more particularly described in the Schedule hereunder written now erected or to be hereafter erected thereon or any part thereof together with all yards compounds wells waters waters-courses sewers drains ways passages, lights, liberties, rights, privileges, easements, advantages and appurtenances whatsoever to the said lands her6ditaments and premises or any of them or any part thereof now or heretofore belonging or in anywise appertaining or usually held or occupied or enjoyed therewith or reputed to belong or be appurtenant thereto (hereinafter referred to as "immovable property").   4.I say that in respect of the immovable property, the provisions of the Urban Land (Ceiling and Regulation) Act, 1976 and the rules made thereunder do not apply/ necessary permission has been submitted.   5. I say that the immovable property is free from all encumbrances or charges (statutory or otherwise), claims and demands and that the same or any part thereof is not subject to any lien, lis pendens, attachment. or any other process issued by any Court or other Authority and that ever since the date of its acquisition the said immovable property has been in the exclusive, uninterrupted and undistrubed possession and enjoyment of the Company and no adverse claim has been made against the Company in respect of the said immovable property or any of them or any part thereof and the same is not affected by any notices of acquisition or requisition, and that no proceeding is pending or initiated against the Company under the Income-tax Act, 1961, Public Demands Recovery Act or under any other law for the time being in force in India and that no notice has been received or served on the Company under rules 2, 16, 21 and 51 of the Second Schedule to the Income-tax Act, 1961 and/or under any other law and that there is no pending attachment whatsoever issued or initiated against the said immovable property or any of them or any part thereof nor is the Company aware of any facts/circumstances which could lead to any such order or proceedings.   6.I say that the issue of Debentures by the Company is within the borrowing limits of the Board of Directors of the Company.   7.I say that the Company had passed all the necessary resolutions including the Resolution under section 293(l)(a) of the Companies Act, 1956, for issue of the Debentures and the creation of security therefor inter alia in the form of a mortgage and charge in favour of the Trustees over the Immovable Properties.   8. The Company has duly paid all rents, royalties and all public demands, including provident fund dues, gratuity dues, employees' state insurance dues, income-tax, sales tax, corporation tax and all other taxes and revenues payable to, the Government of India or to the Government of any State or to any Local Authority and that at present there are no arrears of such dues/rents, royalties, taxes and revenues due and outstanding and that no attachments or warrants have been served on the Company in respect of Sales Tax, Income-tax, Government revenues and other taxes except to the extent of'such levies which are under appeal before the respective authorities on, points of law/fact on account of bona fide disputes.   9.I also agree and undertake on behalf of the Company to give such further declaration, undertakings and other writings as may be required by the Debenture Trustees or their solicitors and satisfactorily comply with all other requirements and requisitions submitted by or on behalf of the Debenture Trustees.   10.I say that at the request of the Company, the Income-tax authorities have granted approval pursuant to the provisions contained in section 230A of the Income-tax Act, 1961 for the due registration of the Debenture Trust Deed creating inter alia A mortgage on the immovable property in favour of the Debenture Trustees.   11. On behalf of the Company, I hereby assure, agree, undertake and declare that the security created/to be created by the Company in favour of the Debenture Trustees shall enure in respect of the Company's immovable property, both present and future to the benefits of Trustees.   12. On behalf of the Company, I hereby agree, declare, and undertake that I will, within such period as the Trustees may allow in this behalf from the date hereof or such extended period or periods as may from time to time be permitted by the Debenture Trustees in their absolute discretion, which permission shall be in writing:   (a) Give such declarations, undertakings and other writings as may be required by the Debenture Trustees and satisfactorily comply with all other requirements and requisitions submitted by or on behalf of the Debenture Trustees.   (b) I say that the Company has paid all rents, rates, taxes, cesses, fees, revenues, assessments, duties and other impositions and all other amounts due in respect of the said immovable property and that the Company shall observe and comply with all the rules and regulations pertaining to the same and that the Company will not do or omit to do or suffer to be done anything whereby the security created/or to be created be affected or prejudiced in any manner whatsoever.   (c) For and on behalf of the Company, I agree, assure and undertake that the Company shall duly and promptly comply with all the provisions contained in the Debenture Trust Deed or any other document or as may from time to time be required by the Trustees.   13. On behalf of the Company, I hereby further undertake that except with the prior written consent of the Trustees no further mortgage, charge, lien or other encumbrance whatsoever shall be created by the Company on the immovable property comprised in the security except as permitted under the Subscription Agreement.   14. On behalf of the Company, I further declare that I am not aware of any act, deed, matter or thing or circumstance which prevents the Company from creating the said mortgage and charge in favour of the Debenture Trustees over the immovable property.   15.I say that I have been authorised by the Board of Directors of the Company pursuant to a resolution passed at their meeting held on……………to make the aforesaid statements and declarations for and on behalf of the Company and the said Resolution continues to be valid and binding and has not been revoked.   16.I am making the aforesaid declaration for and on behalf of the Company after verifying all the relevant records and ascertaining all particulars and satisfying myself that the same are true and knowing fully well that the Debenture Trustees would be accepting the declaration and acting thereon.   SOLEMNLY DECLARED AT by the withinnamed Shri  Director in pursuance to a Resolution of the Board of  Directors of the said Company on this……day of ........... ……………20……. . Before me Notary Public THE SCHEDULE HEREINABOVE REFERRED TO .Description of Lands   All those piece and parcel of land hereditaments and premises situate at Flat No. ……………admeasuring 409 sq. ft. of built up area on first floor of the "Sea…………… . building constructed on the Plot No.1 situate lying and being in Registration District ………Registration Sub-District Mumbai……………Village……………Taluka ………Mumbai - 400 023 in the State of Maharashtra.

This draft has 30 pages, all the pages are not possible to show in this post. Download Word Document In English. (Rs.140/-) Download PDF Document In Hindi. (Rs. 50/-)  THIS AGREEMENT  made at Mumbai on this the ……..day of …….. two thousand one between, ABC Power Corporation Ltd. a company registered under the Companies Act, 1956 and having its registered office at Mumbai in the State of Maharashtra (hereinafter referred to as "the Company", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns); AND   THE XYZ FINANCE COMPANY LTD ., a company incorporated under the Companies Act, 1956 and having its registered office at  ……..Mumbai 400001 (hereinafter referred to as "Subscriber", which expression shall include its successors and assigns as the subject or context may require).   Capitalised terms used herein shall have the meanings assigned in Schedule II hereto.   ARTICLE 1: ISSUE OF NCDs   The Company shall issue 54,00,000 Secured Redeemable Non-Convertible Debentures (hereinafter called NCDs) of the face value of Rs. 100 each aggregating to Rs. 54.00 Crores (Rupees fifty-four crores only) to the Subscriber.   The proceeds of the issue of the said NCDs shall be utilised for implementing the Project as defined in Schedule II. In case the Company fails, for any reason, to utilise the proceeds of the issue for the said purpose or utilises the same for any purpose other than the approved Scheme, the Subscriber would be entitled to rescind/avoid the contract on that ground and to call back the money, if any, paid towards subscription of the said NCDs.   ARTICLE II : AGREEMENT AND TERMS OF SUBSCRIPTION   2.1 Amount and terms of subscription   The Subscriber agrees to subscribe to and the Company agrees to allot to the Subscriber on the terms and conditions contained herein, 54,00,000 NCDs of Rs. 100 each aggregating Rs. 54.00 crores on private placement basis as set out against their name in Schedule I hereto.   2.2 Issue of Debenture Certificates   The Company shall issue the debenture certificates in such manner and form as will be required by the Subscriber. The Company shall amend its Articles of Association for such purpose where necessary.   2.3 Front-end fee   The Company shall pay front-end fee at the rate of 1%, plus interest tax, upfront, on the agreed amount of Subscription, i.e. on Rs. 54.00 crores.   2.4 Rate of interest/Coupon rate   The NCDs shall carry interest on the principal amount of NCDs outstanding from time to time at the prime lending rate ("PLR") of the Subscriber plus 3.5% per annum plus interest tax as prevailing on the date of each subscription, payable quarterly or at such oftler higher rate as may be applicable in terms of section 2.5 below. The first instalment of interest shall accrue for the broken period from the date of subscription upto the date immediately following 15th June and 15th December as the case may be and subsequently be payable on the said dates 15th March, 15th June, 15th September and 15th December. The interest for the broken period shall be payable together with the last instalment of the redemption of the said NCDs.   The applicable rate of interest would be fixed at the end of the total Subscription (for NCDs of Rs. 54.00 Crores) period on the basis of the weighted average of the interest rates at which the subscriptions were made.   In the event of any default in the payment of interest on the NCDs on the dates as stated above, compound interest at half-yearly rests at the said rates will become due and payable for the moneys due for the period of default.   2.5 Review of rate of interest   Subscriber would have the right to reset the rate of interest at the end of seven years from the date of first disbursement provided that the company will have the right to redeem the NCDs if the reset is adverse to the Company.   2.6 Further interest   All interest which shall become due during the currency of the NCDs or any part thereof and for the time being remaining unpaid and all other moneys which have become payable by Company to Subscriber, in case the same be not paid on the dates on which they accrue due, carry further interest at the maximum lending rate of the Subscriber (top of the Interest Rate Band), as applicable on the date of default or at the applicable rate under the Subscription agreement, whichever is higher, computed from the respective date(s) of such interest of moneys accruing due and all such interest and further interest which have become payable but not paid, shall become payable upon the footing of compound interest with rests taken or made quarterly as herein before provided.

TRUSTEESHIP AGREEMENT Download Word Document In English. (Rs.50/-) Download PDF Document In Hindi. (Rs.40/-) ARTICLES OF AGREEMENT  made at Mumbai this ……………day of……………. 2000 between ABC Power Generation Company Limited,, a Company registered under the Companies Act, 1956 (1 of 1956) and having its Registered Off ice at.................Mumbai in the State of Maharashtra hereinafter called 'The Company" (which expression shall include its successors and assigns wherever the context or meaning shall so require or permit) of one, part and XYZ Finance Company Ltd. a Company Registered under the Companies Act, 1956 (1 of 1956) having its Registered office at ........................ Mumbai hereinafter called the "Debentures Trustees" (which expression shall include its successors and assigns and the Trustees for the time being wherever the context or meaning shall so require or permit) of the Other part. ARTICLE I In terms of the letters dated…………….and……………. issued by ABC Finance Company Ltd. a company registered under the Companies Act, 1956 and having its registered office at Mumbai hereinafter referred to as "the Subscriber" subscribe to the Debentures of the aggregate nominal value of Rs. 47.00 Crores to be agreed to be allotted by the Company on (DME) on private placement basis on the terms and conditions set out in the said letters and accepted by the Company. The Subscriber and the Company have executed a Subscription Agreement, dated November.26…………….etting out the terms and conditions on which the subscriber will subscribe to the issue of NCDs by the Company.   Words and expressions appearing herein which have been defined in the said Letter of Offer shall have the same meaning as defined therein unless the reference or context requires otherwise. (i) Interest on debentures outstanding   The NCDs shall carry interest on the principal amount of NCDs outstanding from time to time at the prime lending rate ("PLR") of the Subscriber plus 3.5% per annum plus interest tax as prevailing on the date of each Subscription. The first instalment of interest shall accrue for the broken period from the date of subscription upto the date immediately following 15th June and 15th December as the case may be and subsequently be payable on every 15th June and 15th December. The interest for the broken period shall be payable together with the last instalment of the redemption of the said NCDs. (ii) The applicable rate of interest would be fixed at the end of the disbursement period on the basis of the weighted average of the interest rate at which the disbursement were made. Such interest shall be payable half-yearly, each year, on the 15th day of June and December. (iii) In the event of any default in the payment of interest on the NCDs on the dates as stated above, compound interest at half-yearly rests at the said rates will become due and payable for the moneys due for the period of default. (iv) Review of rate of Interest Subscriber would have the right to reset the rate of interest at the end of seven years from the date of first disbursement provided that the company will have the right to redeem the NCDs if the reset is adverse to the Company (v) Further Interest All interest which shall become due during the currency of the NCDs or any part thereof and for the time being remaining unpaid and all other moneys which have become payable by Company to Debentureholder, in case the same be not paid on the dates on which they accrue due, carry further interest at the maximum lending rate of the Subscriber (top of the Interest Rate Band), as applicable on the date of default or at the applicable rate under the Subscription agreement, whichever is higher, computed from the respective date(s) of such interest of moneys accruing due and all such interest and further interest which have become payable but not paid, shall become payable upon the footing of compound interest with rests taken or made half-yearly as hereinbefore provided. (vi) Computation of Interest and other charges   In all cases in which it shall be necessary to compute the amount of interest or any other charges which shall have accrued for even periods of six months such computation shall be made on an annual basis. In all other cases, such computation shall be on a daily basis using a 365 days factor. (vii) The payment of interest shall, however, be subject to deduction of Income-Tax at source at the rates prescribed under the Income-tax Act from time to time. ARTICLE II 2.1 The Debenture Trustees have confirmed their appointment as vide their letter No ...........dated…………….           2.2 The terms of acceptance being with remuneration comprising  (a) Initial Fee of Rs.30,000; (b) Annual Fee of 0.05% of face value of Debentures issued and outstanding. (c) Reimbursement by the Company of all the costs, charges, expenses including costs towards travelling and out of pocket expenses incurred by the corporation while acting as Trustees for the Debenture holders. 2.3 The Debentureholders have authorised and approved the Debenture Trustees to act as their Trustees for the Debentures proposed to be issued by the Company to the Debentureholders vide Company's Letter of Offer dated and accepted by the Debentureholders.   ARTICLE III     3.1 The Company shall not later than …………………..2000 or within extended time as may be permitted by the Debenture holders create such the following security in favour of the Debenture Trustees to secure the due redemption of the principal amount of the face value of the Debentures, payment of interest on the Debentures, additional interest by way of liquidated damages, 'compound interest, costs, charges ,  remuneration of the Debenture Trustees and all other expenses due and payable in respect of the said Debentures. The security being: (a)a first mortgage and charge in favour of the Security Trustee in a form satisfactory to the Subscriber of all the Company's immovable properties both present and future; (b) a first registered mortgage and charge in favour of the Security Trustee on all of the Company's immovable properties in Maharashtra, its intangible assets both present and future, charge over Project Contracts, insurance proceeds and bank accounts;and  (c) a first charge by way of hypothecation in favour of the Subscriber of all the Company's movables, movables including movable machinery, machinery, spares, tools and accessories company's stocks of raw materials, semi-finished, finished goods, consumable stores, book debts and such other movables present and future. The mortgage and charge referred to above shall rank pad passu with the mortgages and charges created and/or to be created in favour of the Lenders in respect of the financial assistance as set out herein: 3.2 If the Debenture Trustees are of the opinion that at any time during the subsistence of this Agreement, the security provided by the  Company has become inadequate to cover the balance of the principal amount then outstanding, then on the Debenture Trustees advising the Company to that effect, the Company shall provide and furnish to the Debenture Trustees to their satisfaction such additional security as may be available with the Company and as may be acceptable to the Debenture Trustees to cover such deficiency.   3.3 The Company shall notify, the Debenture Trustees and the Subscriber in writing of all its acquisitions of immovable properties relating or pertaining to the Company's said units as and when they are made and from time to time and as soon as practicable thereafter make  out a marketable title and create in favour of the Debenture Trustees a security on the basis as aforesaid in such form and manner as may be acceptable to the Debenture holders and required by the Debenture Trustees, to secure the Debentures. ARTICLE IV 4.1 The Company hereby covenants with the Debenture Trustees that the Company will at all times during the subsistence of the Debentures:    (a) Carry on and conduct its business and implement the Project (as defined in the Subscription Agreement) in proper and efficient manner and sound engineering and financial standards and duly  pay all rents, cesses and other payments and outgoings payable out of or in respect of the assets to be Mortgaged failing to be paid by the Company and carry out all covenants, obligations, agreements, stipulations, conditions and terms on its part to be performed under or carry out all mortgages, conveyances, grants, leases, pattahs, assignments, contracts, agreements and other deeds and documents affecting the assets to be mortgaged or any part thereof.   (b) Keep proper books of accounts as required by the Companies Act, 1956 and therein make true and proper entries of all dealings and transactions of or in relation to the assets to be mortgaged and the business of the Company and keep the said books of account and all other books, registers and other documents, relating to the affairs of the Company at its Registered Office or where permitted by law at other place or places the said books of Accounts and documents of a similar nature may be kept and the Company will ensure that all entries in the same relating to the assets to be mortgaged and the business relating to the unit of the Company shall at all reasonable times be open for the inspection of the Debenture Trustees and such person or persons or corporation as they shall from time to time in writing for that purpose appoint.   (c) Give to the Debenture Trustees or to such person as aforesaid such information as they or he or any of them shall require as to all matters relating to the business, property and affairs of the Company's said unit and at the time of the issue thereof to the Debenture Trustees copies of every report, balance sheet, profit and loss account, circular or notice issued to the shareholders and Debenture Trustees shall In the event of default be entitled, if they think fit, from time to time nominate an accountant or agent to examine the books of account, documents and property relating to the said unit of the Company or any part thereof and to investigate the affairs thereof and the Company shall allow any such accountant or agent to make such examination and investigation and shall furnish him with all such information as he may require and shall pay all costs, charges and expenses incidental to such examination and investigation;   (d)Keep all buildings, erections and structures forming part of the assets to be mortgaged and all plant, machinery, fixtures/fittings, vehicles, implements, tools utensils and other effects thereon or therein in a good state of repair and in good working order and condition and permit the Debenture Trustees and such persons as they shall from time to time in writing for that purpose appoint, to enter into or upon and to view the state and condition of all the assets to be mortgaged and pay the travelling, hotel and other expenses of any agent whom the Debenture Trustees may depute for the purpose of such inspection and if the Debenture Trustees shall for any reason decide that it is necessary to employ an expert, to pay the fees and the travelling, hotel and other expenses of such expert;   (e)Not to pull down or remove any buildings or structures (except any temporary structure) on the lands for the time being forming part of the assets to be mortgaged or the fixed plant and machinery or any fittings or fixtures annexed to the same or any of them without the previous consent in writing of the Debenture Trustees except in the ordinary course of repair and maintenance or Improvement or replacement or otherwise in the course of and for the  purposes of carrying on the business of the Company and will in such cases forthwith, restore or procure to be restored such buildings, structures, plant, machinery, fixtures or fittings as the case may be or replace the same to be replaced by others of a similar nature and of atleast equal value;   (f)Punctually pay all rents, royalties, taxes, cesses, rates, levies,  assessments, impositions and outgoings, governmental or municipal or otherwise in respect of or relating or pertaining to lawfully imposed upon or payable by the Company as and when the same shall become payable and when required by the Debenture Trustees produce the receipts of such payment and also punctually pay and discharge all debts and obligations to or in respect of clerks, servants, workmen, labourers and others and all other debts and liabilities which may by the laws of India have priority over the security hereby created and observe, perform and comply with all covenants and obligations which ought to be observed by the Company in respect of or any part of the assets to be mortgaged;   (g) Apply for and use the best endeavours to obtain renewal of the leases under which any of the leasehold lands forming part of the assets to be mortgaged are or may be during the subsistence of the Debentures held as and when the same shall be renewable in accordance with the provisions thereof and duly vest in the Debenture Trustees all such renewed leases in such manner as .the Debenture Trustees may direct;   (h) (i) Insure and keep insured in the joint names of the Debenture Trustees and of the Company or any other person or institution having an insurable interest in the properties of the Company such of the assets to be mortgaged as are of an insurable nature against loss or damage by fire, flood, storm, tempest, lightning, explosion and other acts of God and also by riot or other civil commotion or evolution as also by acts of enemies during war or other risks of war or emergency or such of them including marine risks or such other risks as may be required by the Debenture Trustees/the Debenture holders from time to time in an insurance office or offices and Company shall duly pay all premia or other sums payable for the purpose and effect renewal of such insurance and deliver to and leave with Debenture Trustees every such policy of insurance and the receipt for the last premium payable thereunder;   (ii)Agree that, in the event of failure on the part of the Company o insure the properties or to pay the insurance premia or other ums referred to above, the Debenture Trustees may, but shall not be obliged to, get the properties insured or pay the insurance premia and other sums referred to above as the case may be and the Company shall forthwith on receipt of a notice of demand from the Debenture Trustees reimburse them all sums so paid by them together with interest thereon at the same rate as specified in clause 1.3 hereinbefore in respect of the financial assistance with half yearly rests from the date of payment and until such reimbursement-by the Company the same shall be debited to the Company's Loan account and shall stand secured under the security created in terms of Article III hereof.   (i)Forthwith give notice In writing to the Debenture Trustees of commencement of any proceedings directly affecting the assets to be mortgaged;    (ii)not pay out of its net earnings or profits any dividend to any shareholders for any year or other period or any interest or principal or any part of interest or principal which may be secured or payable to any subsequent encumbrances or any interest or the sums which may have been paid to- the Company by any shareholders under the Article's of Association of the Company unless and until the Company shall have first paid the instalment of principal and interest then clue and payable on the Debentures or has made provision satisfactory to the Debenture Trustees for asking such payments and will not, during the subsistence of the Debentures, unless and until the Company shall have first paid all instalments of principal, make gratuitous payment under piny of the provisions of the Memorandum or Articles of Association of, the Company nor accept any surrender of shares from or by any shareholder to the prejudice of the Debenture holders;   (k)not sell or dispose off the assets to be mortgaged, lien or charge by way of hypothecation, pledge or otherwise howsoever or other encumbrances of any kind whatsoever to the intent and purpose that the assets to be mortgaged and all parts thereof shall remain and continue to remain free from any further encumbrances whatsoever during the subsistence of the Debentures PROVIDED FURTHER and to the extent  that, the., Debenture Trustees may agree generally or specifically in regard to any of the above matters as authorised by the Debenture holders;   (l)Keep the Debenture Trustees in close touch with the progress  construction of the project and subsequently, and to this end, the Company agrees that    (i) The Debenture Trustees or such person or persons not exceeding three as the Debenture Trustees shall from time to time in writing appoint may inspect the assets purchased for the Company's project and the sites, works, etc., relating to the project and may also inspect the plant installations, equipment, etc., during its operation. The cost of such inspection and, the out-of-pocket expenses incurred during such inspection by the Debenture Trustees or by such person or persons not exceeding three as the Debenture Trustees shall from time. to time in writing for the purpose appointed will be paid by the Company;   (ii) The Company shall maintain records showing the  expenditure of the moneys relating to. the project, the progress and cost of the project and its operations and financial conditions of the Company. Such  records shall be open to examination by the Debenture Trustees or such person or persons not exceeding three as, the Debenture Trustees shall from time to time in writing for that purpose appoint;   (iii) The Company shall inform the Debenture Trustees promptly of the happening of any event likely to have a substantial effect  on the Company's profits or business if for instance there are delays in or during the construction of the project or if after the project has been, completed, the monthly production or sales are quite different from the projections furnished by the Company, the Company shall inform the Debenture Trustees accordingly with an explanation or reasons therefor;   (iv) The Company shall give intimation to the Debenture Trustees of all arrangements made or to be made with the banks or Financial Institutions or other persons for borrowings from them. If so required by the Debenture Trustees, the Company ,shall furnish to them copies of all documents in respect of such arrangements;   (v) The Company shall also supply such other data and information about the project as the Debenture Trustees may require subject always to the Company's obligations to third parties as to secrecy provided further that the right of inspection and examination will ordinarily be restricted to two inspections and two examinations in a year;   (m) Make out,.a marketable title to, the assets to be mortgaged to the satisfaction of the Debenture Trustees; (n) To Keep separate accounts and separate bank accounts for the project and no diversion of funds from the project to other projects for under the control of the Company shall be allowed without prior consent of the Debenture Trustees;   (o) Keep the Debenture Trustees informed of any change that may occur in the composition of its Board of Directors, and   (p)During the subsistence of the Debenture duly pay the rent reserved under the leases and shall duly and punctually make all payments and observe and perform all the terms, covenants and conditions therein contained to be paid, observed and performed by the Company thereunder, and shall not do or permit to be done any act, deed or thing- whereby the leases shall be invalidated or become void or liable for forfeiture in any manner whatsoever or so as to affect or prejudice the security created in favour of the Debenture Trustees under these presents and shall forthwith inform the Debenture Trustees of any notice of breach, of default or of the happening of any events which might affect prejudicially the security in favour of the Debenture Trustees and further thaf the Company shall take effective steps to renew the leases in accordance with the provisions for renewals contained therein and shall duly comply with the requirements of the leases. thereunder in that behalf.   4.2 During the subsistence of the Debentures, the Company shall not without the prior permission of the Trustees/Debenture holders obtained in writing, which consent will not be unreasonably withheld: (a)Undertake any new project or expansion of the project; (b)Invest the funds by way of deposits, loans, subscription to share capital other than by way of right shares or otherwise of any other  concerns (including its subsidiary or associate companies) except Authorised Investments (as defined in the Subscription Agreement) provided howsoever that this provision shall not be construed to restrict or limit the right of the Company to deposit temporarily such  funds as may be necessary with parties who may insist on such deposits as a condition of the transaction by them of normal business with the Company or with the Company's bankers in normal course or make temporary loans or advances to staff, contractors, or suppliers in the ordinary course of its business; (c)Raise any further loans and/or debentures provided however that the Company may  (i) Obtain from the banks, bank's overdraft or other facilities against hypothecation of the Bankers Goods; and (ii) Accept any unsecured time deposits; (d)Radically change its accounting system; (e)Change its Memorandum and Articles of Association; (f)Appoint in future any Managing Director(s)/Whole-time Director; (g)Effect any scheme for amalgamation, merger or reconstruction  during the period of the Debentures or any part thereof  remain outstanding; (h)Utilise any portion of the Debentures for purposes other than those for which the same are issued;  (i)Other than in accordance with the Financing Plan attached to the Subscription Agreement, create any charge or lien or other interest or in any assets to be mortgaged in favour of the machinery suppliers or bankers or contractors or others on account of  deferred payments and/or guarantees arranged therefor save as may be agreed by the Debenture Trustees;   4.3 That the Company shall duly observe and perform all the terms, conditions, covenants and stipulations in respect of the Debentures, and shall not commit any breach or default thereof.   4.4 The Company shall as soon as practicable issue Debenture certificates in such, form and in such numbers as may be required by the Debenture holders in respect of the Debentures allotted after obtaining the requisite certificate of registration of charge from the Registrar of Companies in respect of mortgage and charge when created by the Company in favour of the Debenture Trustees as provided in Article III hereof.   4.5 The Debenture Trustees agree that they shall, within a period of twelve months after the creation of security by the Company as specified in Trust Deed in a Article III execute and cause to be registered a Debenture form and manner acceptable to the Debenture Trustees  terms of Article III hereof   4.6The Creditor Agreement by which the securities already created and  those Debenture Trustees further agree to enter into an Inter to be created as mentioned in Article III hereof are made to rank in the manner specified therein.   4.7 The Company shall pay all such stamp duty (including any additional stamp. duty) other duties, cesses, taxes, charges and penalties if and when the Company may be required to pay in respect f the securities to be created in favour of the Debenture Trustees according to the laws for the time being In force in each of the states in which its properties are situated, and in the event of the Company failing to pay such stamp duty, other duties, cesses, taxes and penalties as aforesaid, which failure In the opinion of the Debenture Trustees is likely to prejudice the interest of the Debenture holders, the Debenture Trustees will be at liberty (but shall not be bound) to pay the same either by way of contribution or an advance or loan made for the purpose ,of protection and preservation of the assets to be mortgaged to  the Debenture Trustees or for enforcement of the Security by the Debenture Trustees and the Company shall repay the same to the Debenture Trustees and/or the Debenture holders on demand with Interest thereon at the same rate as specified in clause 1.3 of this agreement. ARTICLE V   5. The Debenture Trustees may, from time to time, or at any time waive off such terms. and conditions as to them shall seem expedient, any breach by the Company of any of the covenants and provisions in these presents contained without prejudice to the rights of the Debenture Trustees in respect of any subsequent breach thereof. ARTICLE VI   6. The Debentures shall be deemed forthwith to have become due and payable and the security therefor shall become enforceable upon occurrence of an Event of Default under the Subscription Agreement. ARTICLE VI I   7. The Debenture Trustees shall exercise such rights and powers as are usually exercised by Trustees in this respect under the Indian Trusts Act, 1882 and the Transfer of Property Act, 1882 and in particular the following: (a) The Debenture Trustees may in relation to these presents act on the opinion or advice of or any information obtained from any solicitors, counsel, advocates, valuer, surveyor, broker, auctioneer, accountant or other expert whether obtained by the Company or by the Debenture Trustees or otherwise and shall not be responsible for any loss occasioned by so acting; (b) The Debenture Trustees shall be at Liberty to accept a certificate signed by a Director of the Company as to any fact or matter prima facie within the knowledge of the Company as sufficient evidence thereof; (c) The Debenture Trustees may accept without inspection, Inquiry, or requisition such title as the Company may have to the mortgaged assets or assets to be mortgaged and shall not be bound or concerned to examine or inquire into or be liable for any defect in or any insufficiency of the title of the mortgaged assets or the assets to be mortgaged or any part thereof or anything relating thereto (d) The Debenture Trustees shall not be bound to take any steps to ascertain whether any event has happened upon the happening of which the security may become enforceable; (e) The Debenture Trustees shall not, be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debenture holders even through it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the Resolution or that for any reason the Resolution was not valid or binding upon the Debenture holders; (f) Without prejudice to the right to indemnify by law given to the Debenture Trustees the Debenture Trustees shall be entitled to be indemnified out of the mortgaged premises In respect of all liabilities and expenses incurred by them in the execution or purported execution of the authorities or discretions vested in them including liabilities and expenses consequent upon any mistake, oversight, error of judgment, forgetfulness or want of prudence on the part of the Debenture Trustees or any such appointee and against all actions, proceedings, costs, claims and demands in respect of any matter or thing. done or ommitted In anywise relating to the mortgaged assets and "the Debenture Trustees may retain and pay out of any moneys in their hand upon the trusts of these presents the amount of any such liabilities and expenses necessary to effect such Indemnity and also the remuneration of the Debenture Trustees as herein provided and the Debenture Trustees shall have a lien on the mortgaged assets for all moneys payable to them. under this clause or otherwise howsoever arising out of and in connection with these presents or the issue of the Debentures; (g) The Debenture trustees shall not incur any responsibility in respect of realisation of the proceeds of the mortgaged assets or be under any obligation to see the application thereof; (h) The Debenture Trustees shall not be liable for any default, omission, delay in performing or exercising any of the powers or trusts herein expressed or contained or any of them or in enforcing the covenants herein contained or any of them ARTICLE VIII 8. Upon proof given to the reasonable satisfaction of the Debenture or Trustees that all the Debentures for the time being issued pursuant to the said Deed have been paid off or satisfied and upon payment of all, charges and expenses incurred by the Debenture Trustees in relation to these presents (including the remuneration of the Trustees and all- interest thereon) the.Debenture Trustees shall at the request and cost of the Company, release or reassign to the Company as the Company may direct the mortgaged assets free and discharged from the security to be created as stipulated in Article III hereof. ARTICLE IX 9. This agreement shall be effective on and from the date first herein above written and shall be in force till all monies in respect of the Debentures have been fully paid off.     IN WITNESS WHEREOF  the Company and Debenture Trustees have caused this Agreement to be executed on the day, month and year first above written.   The Common seal of the within named ABC POWER GENERAT ION COMPANY LIMITED  have been hereunto affixed pursuant to a resolution of Its Board of Directors passed on the day of, 2000 and in the presence of………………Director of the Company and of the Company who have signed the same in token thereof.   Signed and delivered by within named the XYZ FINANCE COMPANY Ltd., by the hand of Sri ................. an authorised official of the Debenture Trustees.

INTER CREDITOR AGREEMENT Download Word Document In English. (Rs.75/-) Download PDF Document In Hindi. (Rs.50/-) THIS INTER CREDITOR AGREEMENT,  dated the…………………day of…………………2001, amongst XYZ Finance Company Limited, ("XYZF"), a company registered under the Companies Act, 1956, as Lender and Guarantor,  Power finance Corporation Limited, (“PFC"), a company registered under the Companies Act, 1956, ABC Bank (“ABC”)a banking company within the meaning of the Banking Regulation Act, 1949, as Lender and Guarantor, STR Development Bank ('STRB"), a company registered under the Companies Act, 1956 as Lender and Guarantor, AAA Insurance and Finance Company" Ltd., ("AAA"), a company registered under the Companies Act,1956 as Lendor, BBB Insurance Company Ltd., (“BBB"), a company registered under the Companies Act, 1956 Lender, The JKL Bank Limited ("JKL"), a banking company registered under the Companies Act, 1956, as Lender, DEF Bank ("DEF"), a banking company organised and existing under the laws of India as Lender and Guarantor, GHI Bank Limited, ("GHI"), a banking company within the meaning of the Banking Regulation Act, 1949, and The XYZ Finance Company Limited, acting as Security Trustee for the Lenders and Guarantors, (which expression shall, unless it be repugnant to the subject or context thereof, be deemed to include its successors and assigns);   WHEREAS   (A) Pursuant to the Loan Agreements as defined herein, between ABC Power Generation Company Limited, ("Borrower"), a public company incorporated under the Companies Act, 1956 and the Lenders, whose names are set out in Schedule hereto, the Lenders have agreed, inter afia, subject to the terms and conditions contained therein, to lend and advance to the Borrower or subscribe to non convertible debentures issued by the Borrower, amounts upto those set out against their respective names in Schedule hereunder written (hereinafter collectively referred to as "the Loan" or "the Loans' more particularly defined herein).   (B) Pursuant to Guarantee Agreements, as defined herein between the Borrower, the Guarantors and the Counter  Guarantors (collectively referred to as the “Guarantors"), the Guarantors have agreed to guarantee or counter guarantee certain payment obligations of the Borrower to the extent set out against their respective names in Schedule I hereto (hereinafter collectively referred to as "the Guarantee Assistance") to The Export-Import Bank of Hong Kong (hereinafter referred to as "HKEXIM Bank") In terms of the HK-EXIM Loan Agreement, dated 26-11-2000.   (C) XYZF has been appointed Security Trustee (Lead Institution) on behalf of the other Subscription, Agreement Lenders, Subscribers and the Guarantors.   (D) As security for its payment obligations under the -Loan Agreements and the Guarantee Agreements, the Borrower has created Security in favour of the Secured Creditors and the parties hereto have agreed to enter into this Agreement for the purpose of co-ordinating their Security interests and the exercise of their rights, powers and remedies under the Security Documents.   NOW THEREFORE , the parties hereto agree as follow .   Definitions and Interpretation   Definitions   Wherever used in this Agreement_ unless the context otherwise requires, the following terms have the following. meanings (and. terms which are not defined in this Agreement shall, unless the context otherwise requires, have the same meaning as in the Loan Agreements, Subscription Agreement and Guarantee Agreements)   "Borrower's Banks" shall mean the banks or other financial institutions providing working capital facilities to the Borrower from time to time.   "Business Day"  means a day on which the office of the Secured Party is open for business.   "Dollars" shall mean the lawful currency of the United States of America.   "FC Loans"  means the Loans, in the aggregate, as is contracted by the FC Lenders to be made in Foreign Currency and the principal and interest on which is to be paid in terms of the FC Loan Agreements.   "Enforcement"  means, with respect to all or any portion of the Security, a sale, execution pursuant to any proceedings for sale or any other disposition of the Security or applicable portion thereof in connection with an Enforcement Action.   "Enforcement Action" shall have the meaning ascribed to it In section 3.2 hereof.   "Events of Default"  has the 'meaning ascribed thereto in. the Loan Agreements, Subscription Agreement and the Guarantee Agreements.   "FC Loan Agreements"  mean each of the following Loan Agreements:   (a) Loan Agreement between the Borrower and XYZF, dated 26-11-2000; (b) Loan Agreement between the Borrower and STPD, dated 5-12-2000; (c) Loan Agreement between the Borrower and ABC, dated 5-12-2000; and (d) Loan Agreement between the Borrower and PFC, dated 4-12-2000.   "Financing Documents" means the Loan Agreements, the Subscription Agreement, the Guarantee Agreements and the Trust and Retention Agreement; etc.   "Guarantee Agreements" mean each of the following agreements:   1 .Guarantee Agreement between the Borrower and The XYZ Finance Company Limited. dated 26-11-2000. 2.Guarantee Agreement between the Borrower and ABC Bank, dated 5-12-2000. 3.Guarantee Agreement between the Borrower and STR Development Bank, dated 5-12-2000. 4.Guarantee Agreement between the Borrower and GH1 Bank Limited, dated 30-11-2000. 5.Guarantee Agreement between the Borrower and DEF Bank, doe.02.42,-2000.   "Insurance Proceeds" mean all monies payable under, and all claims. arising out of, any insurance policy in effect and held by or for the benefit of the Borrower.   "Lenders"  mean the Rupee Lenders and the FC Lenders.   "Loans"  means the Rupee Loans and the FC Loans.   "Loan Agreements" shall mean the Rupee Loan Agreements, Subscription Agreement and the FC Loan Agreements.   "Rupee Lenders" means each of the Lenders providing Rupee Loans and the Subscriber to Non-Convertible Debentures.   "Rupee Loans" means the Loans, in the aggregate, as is contracted by the Rupee Lenders to be made in Rupees, the NCDS to be subscribed by the Subscriber and the principal and interest on which is to be paid in terms of the Rupee Loan Agreements.   "Rupee Loan Agreements" means each of the following Loan Agreements.   1 .Loan Agreement between Power Finance Corporation and the Borrower, dated 4-12-2000; 2.Loan Agreement between BBB Insurance and Finance Company Ltd. and the Borrower, dated 1-12-2000; 3.Loan Agreement between The AAA Finance and Insurance Company Ltd. and the Borrower, dated 1-12-2000; 4.Loan Agreement between DEF Bank and the Borrower, dated 2-12-2000; and 5.Loan Agreement between The JKL Bank Limited and the Borrower, dated 2-12-2000.   "Notice of Default" means a notice issued under section 3.2 accelerating amounts outstanding under the Loan Agreements, Subscription Agreement and the Guarantee Agreements, declaring all amounts thereunder to be due and payable forthwith.   "Project" means the development, construction, financing and operation of a combined cycle power project of an Installed capacity approximating………………….MW at………………….Industrial Development Area, District ………………….In the State of Maharashtra. The plant comprises two gas turbine units of approximately………………….MW each and a steam turbine of approximately………….MW.   "Rupees" and the abbreviation Rs. shall mean the lawful currency of the Republic of India.   "Secured Creditors" means the Rupee Lenders, FC Lenders, Subscribers to NCDs and the Guarantors.   "Secured, Obligations"  means the Borrowees payment obligations to the Secured Creditors.   "Security" means the security created under the Security Documents.   "Security Documents" shall mean the agreements entered into between the Borrower and the Security Trustee for creation of Security.   "Security Trustee" means The XYZ Finance Company Ltd. acting as Security Trustee for the all Lenders and the Guarantor (including XYZF).   "Subscriber" shall mean The XYZ Finance Company Ltd. (XYZF).   "Subscription Agreement" means the Agreement between the Borrower and The XYZ Finance Company Ltd. dated 26-11-2000.   "Trust and Retention Agreement" means the Trust and Retention. Agreement to be entered into between the Borrower, the Security Trustee and the Bank of Baroda and IndusInd Bank as Account Banks.   "Working Capital Loan" shall have the meaning ascribed to it in section 4 hereof.   "Working Capital Lenders" means banks or financial institutions providing working capital facilities to the Borrower.   Interpretation   In this, Agreement, unless the context otherwise requires:   (i) the singular includes the plural and vice versa and reference, to any gender includes a reference to all other genders; (ii) references to the words "include" or "including" shall be construed without limitation; (iii) references to this Agreement or to any other agreement or any deed or other instrument shall be construed as a reference to such agreement, deed or other instrument as the same may from time to time be amended, varied supplemented or novated; and (iv) a reference to any person shall include a reference to its successors and permitted assignees.   Rights against Borrower Not Affected   Nothing herein is intended to modify or impair any of the rights of any of the Secured Creditors against the Borrower under the Financing Documents and/or the Security Documents.   General principles   Application of monies   Notwithstanding anything contained herein, any compensation moneys received from requisition or acquisition of the Security or any part thereof and/or any moneys or amounts received on account of nationalisation and/or take over of the management of the assets and/or undertaking of the Borrower or any part thereof and/or any other realisation from or out of the Security or any part thereof by enforcement of one or more of the. Security or by taking recourse to any special legislation for recovery of dues as may be applicable or otherwise howsoever shall be available for distribution amongst the Secured Creditors to the extent and manner provided in clause 2.06:   Insurance Policies   During the subsistence of any of the Security, all insurance policies in respect of the Security which are taken out by the Borrower in the joint names of the Borrower and the Security Trustee with an insurance company or companies In such manner and for such value and against such risks as may, be determined, by the Secured Creditors in accordance with the Financing Documents shall be held and retained by the Security Trustee in its custody for the mutual benefit of the Secured Creditors and the same shall be made available in accordance with the Security Documents by the Security Trustee to other Secured. Creditors whenever required by them or any of them against their/its, accountable receipt for the same.   Title Deeds and Security Documents   All the title deeds and documents relating to the Security shall be held and retained by Security Trustee in its custody for the mutual benefit of the Secured Creditors. The Security Trustee shall as and when required by them or one or more of them, make available to the mi the said title deeds and documents against their/its accountable receipt or furnish copies thereof.   Suits against Borrower   Without prejudice to section 3.6(b), all the Secured Creditors collectively shall be entitled, in the event of non-payment of dues by the Borrower in accordance with the Finance Documents or for a breach of the provisions thereof including by the Borrower, to bring a suit, or other legal proceeding or to instruct the Security Trustee to take any steps for enforcement of the Security created in Its their respective favour or otherwise for realisation of its respective debts owed to the Secured Creditors from the Borrower and in the event of the institution of any such suit or other legal proceeding, the Secured Creditor so instituting shall join in the other or others of them as are or is not willing to join as party plaintiffs or plain, tiff as party defendants or defendant in such suit or other legal proceeding.   Consultation   Prior to taking any action for enforcement of any of the Security in accordance with Article III, each of the Secured Creditors concerned shall duly inform the other or others of the same and each of them shall also consult and co-operate with the others in respect of all matters pertaining to the Security in accordance with Article III hereunder.,   Application of monies   (1) Notwithstanding anything to the contrary contained in or by virtue of or arising from or implied by the Security or the Security Documents, all moneys available for distribution, as mentioned in section 2.01 hereof, shall be applied with all convenient despatch in the manner hereinafter provided:   (a) firstly, there shall be paid out of such moneys or provisions made thereat for the costs, charges, expenses incurred by the Security Trustee for and incidental to the enforcement of the Security and/or realisation or receipt of such. moneys; (b) secondly, the balance of such moneys shall:  (i) in the event of the moneys so available for distribution being sufficient to pay to each of them the full amount of the debt due, to each of the Secured Creditors respectively be applied towards payment of each of the Secured Creditors; (ii) in the event of the moneys available for distribution being insufficient to pay to each of the Secured Creditors, the full amount of the debt due to each of the Secured Creditors respectively, be applied pan passu as nearly as may be practicable, towards, payment to each of them without any preference or priority whatsoever: Provided, that the amount distributable to each of the Secured Creditors shall bear to the total distributable amount the same proportion, which the outstanding amounts of the debt due, to each of such Secured Creditors bears to the aggregate of the outstanding amounts of the debts due to all the Secured Creditors under the Security;. (iii) thirdly, the surplus, if any, out of such. moneys shall be paid to the person or persons entitled thereto.   (2) Any payment made to each of the Secured Creditors In accordance with the provisions of this clause shall be in satisfaction of its respective debt under Its relative Security, subject to section 3.06(b) as between such Secured Creditors and the Borrower, such Secured Creditors shall be entitled to enforce their rights under their relative Security against the Borrower.   (3) It  any Secured Creditors receive such money as aforesaid the same shall be forthwith placed and kept until required for appropriation hereunder, In a separate bank account to be maintained for the purpose, with a schedule bank, on proper terms as to interest and otherwise. Such Secured Creditors shall also submit to the other, Secured Creditors at the end. of every month a statement of account with respect to the amount realised by it from the enforcement of the Security and its application. Such Secured Creditors shall also submit to the other Secured Creditors every month a report dealing with other important matters connected with or affecting the Security and the enforcement thereof or affecting the interest of the Secured Creditors.   (4) The aforesaid provisions shall take effect between the Secured Creditors and the persons claiming through them and without prejudice to any rights they or any of them may, have against the Borrower.   Sharing of certain expenses   During the subsistence of the Security, all expenditure incurred by the Secured Creditors or any of them towards payment of insurance premium or in connection with preservation of the Security shall be shared by the Secured  Creditor's on a pro rata basis. The amounts to be shared as such by each of the Secured Creditors, shall bear to the total expenditure the same proportion which the outstanding amounts of the debt due to each of such Secured Creditor bears to the aggregate of the outstanding amount of the debt due to all such Secured Creditors under the Security.   Consultation   General consultation   The Secured Creditors agree that (i) they shall afford each other a reasonable opportunity to exchange views before taking any action that could affect the Borrower, the Project or, the Security and (ii) they shall, from time to time, consult with each. other with respect. to the progress of the, Project and the affairs of the Borrower in general.- In addition, unless and Borrower until the Secured Obligations shall have been fully paid to the appropriate Secured Creditor, the, Secured Creditors shall consult with each other regarding the operation of the Project and the Security and the ultimate disposition thereof following an Enforcement in the event of the Security Trustee, Debenture Trustee or a receiver appointed by either of them obtains possession control of the Project or any Security as a, result of the Enforcement. Additionally. unless and until the Secured Obligations shall have been fully paid to the Secured Creditors, or a receiver appointed by either of them, shall on or after acquiring possession control of the Project or any Security shall, upon request from time to time, provide access to the Project and I any such Security and to such reasonable information as may be requested from time to time by any of the other Secured Creditors.   Mandatory Notice   (a) Subject to the provisions of section 3.04, each Secured Creditor shall give each of the other Secured Creditor 45    (Forty-Five) days prior written notice (a) "Relevant Notice) (with a copy to the Borrower) by letter, cable, telex or facsimile before (t) taking any step or action to accelerate any amount outstanding under any of the Financing  Documents, or (h) commencing to enforce the Security or otherwise exercising any power under any of the Security Documents or with respect to the Security or any portion thereof. Each Relevant Notice shall describe the applicable default and intended Enforcement Action in reasonable detail. During such 45 (Forty-Five) day period following the date of such Relevant Notice, the Secured Creditors shall consult with each other with a view to take a mutually satisfactory common Enforcement Action, in which, case (a) the Secured Creditors shall jointly issue a common Notice of Default to the Borrower and (b) proceed to implement the agreed Enforcement Action pursuant to the Security Documents. If all of the Secured Creditors fail to agree upon a mutually satisfactory common Enforcement Action during such 45 (Forty-Five) day period (which may be extended by agreement among all of the Secured Creditors), the Secured Creditor which issued the Relevant Notice may, proceed to take the Enforcement Action as provided for In section 3.06(b). All proceeds realised from any such Enforcement Action shall be applied in accordance with section 2.07 hereof. In addition to the aforesaid Relevant Notice, upon the occurrence of a missed or late payment under any Financing Documents, the relevant Secured Creditors shall give the other Secured Creditors prompt notice thereof.   (b) It is understood and agreed that, In connection with the taking of an Enforcement Action or the issuance of a Notice of Default, or the issuance of any other notice, direction  or other communication or the taking of any other action under this Agreement  the Secured Creditors shall act only through the Security Trustee as the case may be,  each of which is hereby authorised by the Secured Creditors to act on behalf of the Secured Creditors under this Agreement.  Notwithstanding the foregoing, if and to the extent that applicable law requires that a Secured Creditor issues a notice or takes any other action in connection with any matter contemplated in connection with this Agreement (such as the execution of a release, if and to the extent applicable) and such action cannot ,be delegated lawfully to the Security Trustee or as the case may be, then the Secured Creditor shall take such action .   Suspension of Disbursement   If any Secured Creditor terminates or suspends disbursements to the Borrower under the provisions of any of the Financing Documents, such Secured Creditor shall promptly Inform the other Secured Creditors of such termination or suspension and the reasons therefore If, in the judgment of the Secured Creditor (acting reasonably) taking such action, the reasons therefore, are susceptible to correction, such Secured Creditor shall take into account the views of the other Secured Creditor with regard to effecting such correction and resuming disbursements to the Borrower under such Financing Documents.   Reservation of Rights   It is understood that nothing contained in section 3.01 or 3.02 above or elsewhere in this Agreement shall modify any of the rights of any Secured Creditor against the Borrower under any of the Financing Documents or the Security Documents.1t is further understood that any Secured Creditor shall be free to disregard the provisions of section 3.01, or 3.02(a) if (t) the Borrower is insolvent or has admitted, in. writing its inability to pay its debts generally as they become due, or any analogous event has occurred, or (h) the Secured Obligations owed to such Secured Creditor are in jeopardy or threat of jeopardy.   Notice of Enforcement Action   If, in accordance with the provisions of this Article, any Secured Creditor shall take any Enforcement Action, such Secured Creditor shall contemporaneously send to the other Secured Creditors details of such action (as the case may be) and copies of any notices issued In connection therewith.   Preference for Joint Action   (a) In connection with the notification and consultation procedures described in this Article and the taking of an  Enforcement Action, the Secured Creditors hereby agree to use reasonable efforts to ensure that timely and appropriate action will be taken In all matters connected with the enforcement of the Security, including, without limitation the appointment of a receiver (or receiver and manager or similar official) of the Borrower or of any of, its assets, acceptable to all of, the Secured Creditors with the intent that:    (i) subject to the provisions herein, the Security shall so far as practicable, be enforced by the same method; (ii) in the case of an, appointment of a receiver (or receiver and, manager or similar official) the same person shall if possible be appointed as such on behalf of the Secured Creditors, but if two or more persons shall be appointed they shall, so far as practicable act jointly; and (iii) the sharing of expenses of enforcement of the Security shall be in accordance with section 2.07(i)(a) hereof.   (b) Each Secured Creditor hereby confirms that it will only take Enforcement Action under the Security Documents or with respect to the Security by means of issuance of instructions to the Security Trustee (as appropriate) to take such action.   (c) Each of the Secured Creditor confirms and agrees that it will take Enforcement Action with respect to the Security held directly in its favour, after complying. with the provisions of this Agreement.   No Reliance   Notwithstanding any other provision of this Agreement, no Secured Creditor has relied or shall rely on Secured Creditor (i) to Inquire into or verify the accuracy or completeness of any information provided by the Borrower any other Secured Creditor or any Affiliate of any thereof or any other person or made available by , Secured Creditor to other Secured Creditors on or prior to the date hereof or hereafter pursuant to section 3.01; or (ii) to review or evaluate the condition of the Borrower or any Affiliate of any thereof or any other person or the Project. Each Secured Creditor has made its credit decision without reliance on information provided by, or on views expressed by any other Secured Creditor.   Additional Loans   Working Capital Loan   The Secured Creditors acknowledge that, the Borrower has and shall be seeking working capital facilities in connection with the Project to be financed by the Working Capital Lenders (hereinafter referred to as the "Working Capital Loans"). The Secured Creditors hereby consent to such Working Capital Loans and to the creation of security in favour of the Working Capital Lenders, on pari passu basis with the Secured Creditors provided, that the Working Capital Lenders enter into and agree to be bound by this Agreement (including without limitation. The sharing arrangements contained herein), with modifications incorporating any additional terms (as well as such other reasonable modifications as all of the Secured Creditors shall require).     The Security Trustee   Authorisation   The Lenders, Subscribers and Guarantors hereby appoint and constitute The XYZ Finance Company Ltd., ("XYZP) as Security Trustee hereunder, to act as Security Trustee under the Security Documents. for the purposes, and in accordance with the terms and provisions, set forth herein. XYZF hereby agrees to act as the Security Trustee ,for the Lenders, Subscribers and the Guarantors in respect of the Security Documents.    Authority to Execute and Perform Various Documents   The Lenders, Subscribers and the Guarantors hereby authorise and direct and the Security Trustee hereby agrees for the benefit of the Lenders, Subscribers and the Guarantors, (i) to execute and deliver the Security Documents, (ii) to execute and deliver all other documents, agreements, instruments and certificates under the Security Documents to be executed and delivered by the Security Trustee as it shah deem advisable and in the best Interests of the Lenders, Subscribers and this Guarantors, (iii) to take whatever action shall be required to be taken by the Security Trustee by the terms and provisions of the Financing Documents, and subject to the terms and provisions of this Agreement, to exercise its rights and perform its duties and obligations under each of the documents, agreements, instruments and certificates and (iv) subject to the terms and provisions of this Agreement, to take such other action in connection with the foregoing as the Lenders, Subscribes and the Guarantors from time to time direct.   Declaration of Trust by the Security Trustee   The Security Trustee hereby declares that in relation to the Lenders, Subscribers and  the Guarantors, it will hold all estate, night, title and interest in law and in equity in, and to the Security Documents and all monies received by it whether prior to or as a result of enforcement of the Security, constituted under the Security Documents and the same shall be applied In accordance with section 2.06.   Each of the Lenders, Subscribers and the Guarantors:   (a) authorise the Security Trustee to act on behalf of each of them; and (b) agrees to be bound by the acts,. decisions and, exert so of discretions of the Security trustee.   Miscellaneous Provisions   Partial In validity and Exercise of Remedies   If, at anytime , any provision hereof is or becomes illegal, invalid or unenforceable in any respect, under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or, impaired thereby.   No Waiver, Cumulative Remedies   No failure to exercise, and no delay in exercising any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise  of any right, power or privilege hereunder preclude or require any other. All rights, powers and remedies granted to any party hereto and all other agreements, instruments and documents executed in connection with this, Agreement shall be cumulative, may be exercised singly or concurrently and shall not be exclusive of any rights-or remedies provided by law.   Benefit of Agreement   (a) This Agreement shall be binding upon and enure for the benefit of each party hereto and its successors and assigns. (b) The Security Trustee shall not assign or transfer all or any of its rights, benefits and obligations hereunder without the written consent of all of the Secured Creditors. (c) Subject to the Financing Documents any of the Secured Creditors may, at any time, assign to any one or more banks or other institutions or other persons to whom such, Secured. Creditor has assigned or transferred all or any part of its rights and obligations under (and in accordance with the terms of) any of the Financing Documents all or, as the case may be, such equivalent part of such Secured Creditor's rights and benefits hereunder, and in that event, any such assignment or , transfer shall be made expressly, subject to the terms and conditions of this Agreement and the ,assignee shall have the same rights and obligations hereunder, as it would have had, if it had been a party hereto. Notices   (i) All notices or other communications to be given or made under these presents shall be In writing, shall either be delivered personally or sent by courier, registered or certified mail or facsimile.The address for service of each of the Secured Creditors are as follows:   SECURITY TRUSTEE ADDRESS OF SERVICE The XYZ Finance Company Ltd., (XYZF) …………………………... …………………………... Mumbai   SECURED CREDITOR ADDRESS OF SERVICE The XYZ Finance Company Ltd., (XYZF) …………………………... …………………………... …………………………... Power Finance Corporation Limited, …………………………... New Delhi ABC Bank ("ABC”) …………………………... …………………………... Mumbai   STR Development Bank ("STRD) …………………………... Mumbai 400 005   AAA Finance & Insurance Company Ltd., (AAA) …………………………... Mumbai 400 020   BBB Insurance & Finance Company Ltd., (BBB) …………………………... The JKL Bank Limited, (“JKL") …………………………... Mumbai 400001 DEF Bank ("DEF") DEF Bank, ............................. Mumbai   (ii)All notices shall be effective upon actual receipt.- Without prejudice to the foregoing, a party giving a notice or  communication by facsimile, shall promptly deliver a copy of such notice or communication personally or by courier or by mail to the addressee of such notice or communication.   (ii)Any party, may in writing to other party, change its designated address. Such change shall take effect when all parties have been informed of It. –   Amendments   Any amendments of any provision of this Agreement shall be in writing and signed by the parties hereto.    Counterparts   Sr. Name of the Lender/Address RTIJ FCL FLG,  Total No.   NCD       1. The XYZ Finance Company Limited,               (US$) US$)     Mumbai         2. STR Development Bank           .............................   (US$) (US$)     Mumbai - 400 005         3. Power Finance Corporation Limited,           ............................   (US$)       New Delhi - 110 001         4. AAA Finance and Insurance           Company Ltd.,           ......................... Mumbai - 400 021         5. BBB Insurance & Finance Company           Ltd.,           .............................. Mumbai - 400 001         6. ABC Finance Company Ltd.,           . . Mumbai - 400 001         7. CDF Insurance Co. Ltd.,           . . New Delhi - 110 002         8. National Insurance Company Limited,           46-C, J. N. Road,           Calcutta - 700 001         9. United India Insurance Company-           Limited,           24, Whites Road           Chennal - 600 014         10. Bank of Baroda           Khairatabad, Branch   (US$) (US$)     6-1-84, Secretariat Road           Hyderabad - 500 004         This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   IN WITNESS WHEREOF. the parties hereto have duly executed this Agreement by their duly authorised  representatives as of the day, month and year hereinabove written.    SCHEDULE I (PARTICULARS OF THE LENDERS AND LOANS) Rupees in crore) (US$ in Million)     Sr. Name of the Lender/Address RTU FCL FLG  Total No.   NCQ       11. Dena Bank           2-4-14, 1 st Floor,           M. G. Road Branch     (US$)     Secunderabad - 500 003         12. Indusind Bank Limited,           'Laxmi' 1-8-448, S. P. Road           Begumpet,     (US$)     Secunderabad - 500 003         13. The Vysya Bank Limited,           3-3-798, General Bazar Branch           Secunderabad - 500 003     (US$)     Total (In Rupees)           (in US$)   (US$) (US$)     Signed and delivered by the within named XYZ Finance Company Limited, as Lender, by the hand of  Mr .................................... Its .....................................   Signed and delivered by the within named XYZ Finance Company Limited, as Guarantor, by the hand Of Mr ...................................... Its .....................................   Signed and delivered by the within named XYZ Finance Company Limited, as Subscriber, by the hand of  Mr ......................................  Its .....................................    Signed and delivered by the within named Power Finance Corporation, as Lender, by the hand of  Mr. . ....................................  Its ....................................    Signed and delivered by the within named ABC Bank as Lender, by the hand of Mr. . ....................................  Its ....................................   Signed and delivered by the within named ABC Bank,, as Guarantor, by the hand of Mr. . ....................................  Its ....................................   Signed and delivered by the Within named STR Development Bank, as Lender, by the hand of  Mr ...................................... Its ....................................   Signed and delivered by the within named STR Development Bank, as Guarantor, by the hand of  Mr ......................................  Its .....................................   Signed and delivered by the within named, AAA Finance & Insurance Company Limited, as Lender, by the hand of Mr ......................................  Its .....................................    Signed and delivered by the within named BBB Insurance & Finance Company Ltd., as Lender, by the hand of Mr. . ....................................  Its ....................................   Signed and delivered by the within named The JKL Bank Limited, as Lender, by the hand of Mr ......................................  Its ......................................    Signed and delivered by the within named DEF Bank, as Lender, by the hand of Mr ......................................  Its .....................................    Signed and delivered by the within named DEF Bank, as Guarantor, by the hand of Mr ......................................  Its .....................................    Signed and delivered by the within named GHI Bank, as Guarantor, by the hand of Mr ......................................  Its .....................................    Signed and delivered by the within named XYZ Finance Company Limited, as Security Trustee, by the hand of Mr ......................................  Its .....................................

Draft of enquiry proceeding recording “Enquiry Proceedings”     Against Shri..................(name, fathers name and designation), Charge Sheet No-.............. dated.............. Place of enquiry..............time............ date................   Present: -   1. Workman charged Shri.................................. 2. Employer’s representative Shri..........................   The contents of the aforesaid charge sheet were read over and explained to the workman in the language understand by him. He does not admit the charges; As such the enquiry is to be proceeded against him.   The list of witnesses and the list of documents relied upon and other documents are submitted by the employer’s representative, who they wanted to be used against the workman, charged. A copy of these documents has also been supplied to the workman. The employer’s representative is asked to produce his Evidence He produced his first witness.   Statement of Shri......................(name, fathers name and designation of employer’s first witness):   .................................................................................................................................. (The statement may be in narrative form or preferably, in question answer form)     ..................................   ........................ Signatures ..................................   ................................   (Witness) (Workman or his representative) (Employer’s representative) (Enquiry Officer)   Cross-examination of first witness by workman. ..................................................................................................................        Signatures     (Witness) (Workman or his representative) (Employer’s representative) (Enquiry Officer) OR   The workman does not want to cross-examine the witness.   (The examination and cross-examination of the other witnesses of the employer and the employee shall be recorded in the same manner. )   NOTE   The enquiry should be in language understood by workman   The Workman, Employer’s representative and Enquiry Officer should sign all the pages of enquiry proceedings. The copy of same to be given to Workman and Employer’s representative and also to be retained by Enquiry Officer. Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)

TRUST AND RETENTION AGREEMENT   Download Word Document In English. (Rs.140/-) Download PDF Document In Hindi. (Rs. 50/-) THIS AGREEMENT  is made on the……………day of………….2000 between:   (1) ABC Power Generation company Limited, a company registered under Companies Act, 1956 (1) of 1956, having its registered office at ............................. Mumbai, State of Maharashtra (hereinafter referred to as the "Borrower" which expression shall. unless it be repugnant to the subject or context thereof, include its successors and assigns);   (2) XYZ Finance Company Limited (XYZF), a company registered under the Companies Act, 1956 and having its registered office at " ....................................... Mumbai as security trustee for the Lenders/Lead Institution (hereinafter referred to as the "Security Trustee/Lead Institution which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns); and   (3) ABC Bank (ABCB), a banking company within the meaning of the Banking Regulation Act, 1949 (the "Account Bank") and GHI Bank Limited (GHIB), a banking company within the meaning of the Banking Regulation Act, 1949 (the "Account Bank") ABC and GHI collectively referred to as Account Banks which expression shall, unless it be repugnant to the subject or context thereof, include their successors and assigns    NOW IT IS AGREED BETWEEN THE PARTIES  as follows:   1. Definitions and construction   1. 1 Definitions   "Acceptance Date" means the date on which the Lenders' Engineer certifies to the Borrower that the performance and guarantee tests In relation to the Plant have been successfully completed in accordance with the EPC Contract and the Performance Acceptance Tests as specified in Schedule F to the PPA have been successfully completed;   "Account" means each of the Trust and Retention Account, the PPA Collection Account, the Dollar Construction Account, the Current Debt Service Accounts, the Commitment Charges Guarantee Account, the Overhaul Reserve Account, the Tax Escrow Account and the Contingency Account with the ABC Bank and the Debt Service Reserve Accounts and the Establishment Expenses Account with GHI Bank and "Accounts" means all of them collectively;   "Account Bank" means, for the purposes of the Trust and Retention Account, the Dollar Construction Account, the Current Debt . Service Accounts, the Commitment Charges Guarantee Account, the Contingency Account, the Tax Escrow Account and the Overhaul Reserve Account, the ABC Bank, Mumbal Main Branch at Mumbal, for the purposes of the PPA Collection Account, the ABC Bank …………….Calcutta Main Branch, at Calcutta and for the purposes of the Debt Service Reserve Accounts the GHI Bank, Mumbai Branch and for purposes of the Establishment Expenses Account, the GHI Bank, Calcutta Branch;   "MSEB"  means the Maharashtra State Electricity Board;   "Authorised Investment" shall have the meaning given in the Loan Agreements and Guarantee Agreements, provided that no Authorised Investment in respect of amounts in:   (a) the Debt Service Reserve Account shall, have a maturity in excess of 6 months; (b) the Current Rupee Debt Service Account shall have a maturity in excess of the earlier of 3 months or the next Payment Date; (c) the Current Dollar Debt Service Account shall have a maturtty in exoess, of the earlier of 6 months or the next Payment Date; (d) the Commitment Charges Guarantee Account shall have a maturity in excess of 3 months; (e) the Overhaul Reserve Account shall have a maturity in excess of 12 months; the Dollar Construction Account shall have a maturity in excess of 1 month; (g) the Establishment Expenses Account and the Contingency Account shall have a maturity in excess of 1 week; and (h) the Tax Escrow, Account shall have a maturity in excess of 5 days;   "Average Debt Service Coverage Ratio" shall have the meaning given in the Loan Agreements and Guarantee Agreements;   "Budgeted Operating Costs"  means in relation to the relevant calendar, month:   (i) the costs included in the Operating Budget for such month; (ii) plus and/or minus such unbudgeted additional amounts as may be notified by the Borrower to the Account Bank, after approval by the Security Trustee/Lead Institution and/or; (iii) plus such further amounts as may be notified by the Borrower to the Account Bank, provided that the aggregate amount notified by the Borrower under this paragraph (iii)during each Year included in the Operating Budget, for costs other than fuel costs, emergency operations, overhaul and maintenance, costs and costs resulting from  changes in, law. and tax rates, shall not exceed 10% of 'the total budgeted amount for such year without the approval of the Security Trustee/Lead Institution.   "Business Day" means any day on which banks are generally open for business in Mumbai , in relation to any notice or communication to be made under this Agreement, a day on, which. banks are open for business in the place of receipt of such notice or communication;   "Commitment Charge" shall have the meaning ascribed thereto in the Fuel Supply Agreement;   "Commitment Charges Financing Documents" shall mean collectively the agreements, instruments and other documents entered into by the Company and the Commitment Charge Lenders or any part thereof, under which funding or guarantee assistance is extended to the Company;   "Commitment Charges Guarantee Account"  means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Commitment Charge Lenders" shall mean the Lenders providing fund based or non fund based financial assistance for securing Commitment Charges under the Fuel Supply Agreement;   "Construction Costs" means the liabilities, costs and expenses Incurred. by the Borrower in connection with the engineering, procurement, manufacturing, construction and commissioning of the Project and as mentioned in the Financing Plan, provided any deviation from the Financing Plan shall be approved by the Security Trustee/Lead Institution and provided to the Account Bank(s);   "Construction Costs Budget"  means each cash budget (the "Budget") prepared by the Borrower and approved by the Security Trustee/Lead Institution in writing for the construction of the Project. The Budget shall be substantially in a form attached hereto as Annexure 1 or as amended by the Borrower (with the prior r approval of the Security Trustee/Lead Institution);   "Contingency Proceeds"  means proceeds of any insurance effected by or on behalf of the Borrower, proceeds of any third party claims or employers claims, performance shortfall damages under the EPC Contracts, delay damages under the EPC Contracts and liquidated damages under the Fuel Supply Agreement;   "Counter Guarantors" shall mean DEF Bank, GHI Bank and JKL Bank Limited.   "Current Debt Service Accounts" means the Current Rupee Debt Service Account and Current Dollar Debt Service Account;   "Current Dollar Debt Service Account" means the account so named, which is established and maintained by the Borrower pursuant to this Agreement;   "Current Rupee Debt Service Account"  means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Debt Service Reserve Accounts"  means the Dollar Debt Service Reserve Account and the Rupee Debt Service Reserve Account;   "Distribution Date" means the day of each calendar month or if such day is not a Business Day, the immediately preceding Business Day, on which payments have to be made under the Financing Documents or this Agreement, as the case may be;   "Dollar" or "$" means the lawful currency of the United States of America;     "Dollar Budgeted Operating Costs" means the Budgeted Operating Costs denominated in Dollars;   "Dollar Construction Account"  means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Dollar Debt Service Reserve Account"  means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Dollar Lenders"  mean the ABC Bank, XYZ Finance Company Ltd, STR Development Bank, Power Finance Corporation Limited and Asian Development Bank;   "Enforcement Notice" means a notice from the Security Trustee/Lead Institution to the Account Banks of the acceleration of amounts due and owing under the Financing Plan and/or any enforcement procedure commenced by the Security Trustee/Lead Institution under any of the Security Documents;   "Event of Default"  means an event of default as defined under the Financing Documents;   "Establishment Expenses Account"  means the account established pursuant to clause 2.1 (xi)   "Financing Documents"  means the Guarantee Agreements and the ~ Loan Agreements;   "Financing Plan"  means the financing plan annexed to the Loan Agreements and the Guarantee Agreements, as amended;   "Foreign Currency Loan Agreements"  mean each of the following:   (i) the Foreign Currency., Loan Agreement between the Borrower and ABC Bank, dated December 5, 2000; (ii) the Foreign Currency Loan Agreement between the Borrower and the STR Development Bank, dated December 5, 2000; (iii) the Foreign Currency Loan Agreement between the Borrower -and the XYZ Finance Company Ltd., dated November 26, 2000; (iv) the Foreign Currency Loan Agreement between the Borrower and Power Finance Corporation Limited, dated November 18, 2000; and (v) the Foreign Currency Loan Agreement between the Borrower and The Asian Development Bank, dated November 26, 2000.   "Guarantee Agreements"  means each of the following:   (i) the Guarantee Agreement, dated November 26, 1998 between the Borrower and the Industrial Finance Corporation of India; (ii) the Guarantee Agreement, dated December 5, 2000 between the Borrower and ABC Bank; (iii) the Guarantee Agreement, dated December 5, 2000 between the Borrower and the  STR Development Bank; (iv) the Guarantee Agreement, dated November 30, 2000 between the Borrower and GHI Bank; (v) the Guarantee Agreement, dated December 2, 2000 between the Borrower and DEF Bank; (vi) the Guarantee Agreement, dated December 2, 2000 between the Borrower and The  JKL Bank Limited;   "Guarantee Commission"  means the guarantee commission payable to the Guarantors under the Guarantee Agreements;   "Guarantors" means the ABC Bank, the GHI Development Bank and the XYZ Finance Company Ltd.;   "Independent Engineer"  means a person appointed by the Lenders, as the independent engineer;   "ABCP"  means ABC Power Generation Company Limited;   "Lenders" has the meaning ascribed thereto in the Rupee Loan Agreements, Foreign Currency Loan Agreements, Guarantee Agreements and Subscription Agreement;   "Loans "  has the meaning ascribed thereto in the Rupee Loan Agreements, Foreign Currency Loan Agreements and Subscription Agreement;   "Loan Agreements"  means the Rupee Loan Agreements and the Foreign Currency Loan Agreements    "Operating Budget"  means each cash budget (the 'Budget") prepared by the Borrower, approved by the Independent Engineer and the Security Trustee/Lead Institution in writing for the operation and maintenance and any other costs of the Project, including fuel (by tonnage), major overhaul costs (by event), establishment and insurance costs, taxes, capital expenditures and debt service but excluding Construction Costs. The Budget shall be substantially In a form attached hereto as Annexure 2 or as amended by the Borrower (with the prior approval of the Security Trustee/Lead Institution) and shall be prepared on an annual basis and shall include projected monthly costs over a two year period except that the first Budget shall be prepared for the period commencing on execution of this agreement and ending on March 31, 2000. The second and subsequent Budgets, for the two-year period commencing April 1, 1999, shall be provided to the Security Trustee/Lead Institution one-month prior to the end of the financial year. Each Budget will be reviewed by the Borrower no less frequently than once every three months with any amendment thereto being submitted first to the Independent Engineer and then to the Security Trustee/Lead Institution for approval in writing and for delivery thereafter to the Account Banks;   "Overdraft Facility"  has the meaning ascribed in section 3.2.3.   "Overhaul Costs" means those costs projected to be incurred during scheduled major overhaul outages and excluding costs to be incurred for routine annual overhaul and more frequent maintenance outages as specified in Annexure 2;   "Overhaul Reserve Account" means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Payment Date"  means:   (i) in relation to the Loan Agreements, the dates specified for scheduled payments of fee, expenses, principal and interest; (ii) in relation to the Guarantee Agreements, the dates specified for scheduled payments of fees and guarantee commissions;   "Permitted Payment"  means the payments to and/from the Accounts contemplated by this Agreement;   "Power Purchase Agreement"  means the Power Purchase Agreement, dated 31st March, 1999 between ABCP and MSEB;   "PPA Collection Account"  means the account so named, established - and maintained by the Borrower pursuant to this Agreement for the purposes of deposit of payments under the Power Purchase Agreement;   'Project"  has the meaning given to it in the Loan Agreements;   "Project Contracts"  has the meaning ascribed thereto in the Loan Agreements;   "Project Proceeds"  means all cash proceeds payable to the Borrower, in, connection with the Project from any source including refund of taxes, other than- (i) Commitment Charge Refunds under the Fuel Supply Agreement and any interest income or return earned thereon, (ii) amounts deposited into the Dollar Construction Account to be disbursed as dollars in accordance with the Financing Plan, and (iii) Contingency Proceeds;   "Quarter" means each three month period ending on March 31, June 30, September 30 and December 31;   "Required Balance"  means, on any Distribution Date:   (i)in relation to the Current Dollar Debt Service Account, an amount in Dollars equal to the product of (a) and (b) where,   (a) Is a fraction, the denominator of which is 6 and the numerator of which is 6, minus the number of months remaining until the next following Payment Date, under the Foreign Currency Loan Agreements pursuant to which half yearly payments have to be made, and a fraction, the denominator of which is 3 and the numerator of which is 3, minus the number of months remaining until the next following Payment Date, under the Foreign Currency Loan Agreements pursuant to which quarterly payments have to be made (for the avoidance of doubt, the numerator shall not be less than zero); and (b) is the aggregate amount of interest (including interest tax) and principal payable under the Foreign Currency Loan Agreements, on such Payment Date (for the avoidance of doubt, any amounts due more than six months and three months, respectively after such Distribution Date shall not be taken into account), less Interest income accrued; (ii) in relation to the. Current Rupee Debt Service Account, an amount in Rupees equal to the product of (a) and (b) where: (a) is a fraction, the denominator of which is 3 and the numerator of which is 3 minus the number of months remaining until the next following Payment Date under the Rupee Loan Agreements with Rupee Lenders and the Guarantee Agreements with the Guarantors (for the avoidance of doubt, the numerator shall not be less than zero); and (b) is the aggregate amount of Interest (including interest tax) and principal payable under the Loan Agreements with Rupee - Lenders and the Guarantee Commission payable to the Guarantors under the Guarantee Agreements on such Payment Date (for the avoidance of doubt, any amounts due more than three months after such Distribution Date shall not be taken into account), less interest income accrued; (iii) in relation to the Dollar Debt Service Reserve Account, an amount in Dollars equal to the principal and interest (including interest tax) scheduled to be paid under the Foreign Currency Loan Agreements on the next two quarterly and one semi-annual Payment Date; and (iv) in relation to the Commitment Charges Guarantee Account, an amount in Rupees equal to the Commitment Charges Guarantee Commission scheduled to be paid under the Commitment Charges Financing Documents on the next two Payment Dates; and (v) in relation to the Rupee Debt Service Reserve Account, an amount in Rupees equal to the principal and interest (including interest tax) and Guarantee Commission scheduled to be paid under the Rupee Loan Agreements and the Guarantee Agreements on the next two Payment Dates; and (vi)              in relation to the Overhaul Reserve Account, an amount in Rupees (and in Dollars if necessary -and approved by the Reserve Bank of India) for Overhaul Costs;    "Rupee" or "Rs." means the lawful currency of India;   "Rupee Budgeted Operating Costs"  means the Budgeted Operating Costs denominated in Rupees;   "Rupee Debt Service Reserve Account" means the account so named which is established and maintained by the Borrower pursuant to this Agreement;   "Rupee Lenders"  mean Power Finance Corporation Limited, the XYZ Finance Company Ltd., AAA Finance and Insurance Company Ltd, BBB Finance Company Ltd, The JKL Bank Limited and DEF Bank;   "Rupee Loan Agreements"  mean each of the following:   (i) the Rupee Loan Agreement between the Borrower and Power Finance Corporation dated December 4, 2000; (ii) the Subscription Agreement between the Borrower and the XYZ Finance Company Ltd., dated November 26, 2000; (iii) the Rupee Loan Agreement between the Borrower and the AAA Finance and Insurance Company Ltd., dated December 1, 2000; (iv) the Rupee Loan Agreement between the Borrower and the BB13 Finance Company Ltd., dated December 1, 2000; (v) the Rupee Loan Agreement between the Borrower and The JKL Bank Limited, dated December 2, 2000; and (vi) the Rupee Loan Agreement between the Borrower and r DEF Bank,'dated December 2, 2000;   "Security" means the security created in favour of the Security Trustee/Lenders under the Financing Documents;   "Security Documents" has the meaning ascribed thereto in the Financing Documents;   "Security Trustee"  means the XYZ Finance Company Ltd., appointed as Security Trustee by the Lenders.   '"TRA Default"  shall have the meaning ascribed, thereto in this Agreement;   "Working Capital Facility"  shall mean the overdraft or other credit facilities availed by the Borrower from the Working Capital Lenders;   "Working Capital Lenders"  has the meaning ascribed thereto in the Financing Documents; and   "year" means each twelve month period or each lesser period ending on March 31.    1.2 Construction   In this Agreement:   (A) reference to an Account. includes a reference to any sub-account of that Account; , (B) unless otherwise expressly defined in this Agreement, capitalised terms which are defined in the Loan Agreement have the same meaning in this Agreement; (C) unless the context otherwise requires, the singular includes the plural and vice versa; (D) headings and the use of bold typeface shall be ignored in Its construction; (E) a reference to a Clause or Schedule Is, unless indicated to the contrary, a reference to a clause or schedule to this Agreement; (F) references to this Agreement shall be construed as references to any separate or independent stipulation or greement contained in it; (G) the words "other", 'or otherwise" and "whatsoever" shall not be Constructed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to; (H) references to the word "includes' or "including" are to be construed without limitation; (I) references to a person shall include such person's successors and permitted assignees or transferees; (J) all references to agreements, documents or other instruments include (subject to all elevant approvals) a reference to that agreement, document or instrument as amended, supplemented, substituted,, novated. or assigned from time to time; (K) words importing a particular gender Include all genders; (L) "person" includes any individual, partnership, firm, trust, body corporate, government, governmental body, authority, agency, unincorporated body of persons or association; (M) any reference to a public organisation shall be deemed to Include a reference to any successor to such public organisation or any organisation or entity which has taken over the functions or responsibilities of such public organisation; (N) references to "Party" means a party to this Agreement and references to "Parties" shall be construed accordingly; and (O) references to any law shall include references to such law as it may, after the date of this Agreement, from time to time be amended, supplemented or reenacted.   2. The accounts   2.1 Establishment of the accounts   The Borrower and the Account Banks confirm that the Borrower has-established in the name of the Borrower with the ABC Bank Mumbai Main Branch.at Mumbai an. Account………… No ……………...entitled ABC Power Generation Company Limited - Trust and Retention Account, an account No ……………... with ABC Bank ……………... Branch entitled the PPA Collection Account, and with the GHI Bank ……………...Branch, accounts entitled Rupee Debt Service Reserve Account and Dollar Debt Service Reserve Account and with GHI Bank Calcutta……………...Branch an account entitled the "Establishment Expenses Account" and reference to the Trust and Retention Account in this Agreement shall include reference to Rupee Debt Service Reserve Account, the Dollar Debt Service Reserve Account and the Establishment Expenses Account, unless the context otherwise requires. The Trust and Retention Account shall have the following sub-accounts for the purposes of this Agreement, namely:   (i) a sub-account No ……………...denominated in Rupees entitled the OPPA Collection Account" for the purpose of receipt and same day credit to the Trust and Retention Account of all amounts payable by MSEB under the Power Purchase Agreement;  (ii) a sub-account No……………...denominated In Dollars entitled the 'Dollar Construction Account' it being understood that, this account is for the purpose of receipt of principal received from the Dollar Lenders and for receipt of foreign equity for application towards Construction Costs; (iii)               a sub-account No……………...denominated in Rupees entitled the "Current Rupee Debt Service Account it being understood that, this account is for the purpose of accumulation on a monthly basis of one third or more of the aggregate principal and interest due to the Rupee Lenders and payable on the next quarterly Payment Date; (iv) a sub-account No ……………....denominated in Dollars entitled the 'Current Dollar Debt Service Account" it being understood that, this account is for the purpose of accumulation on a  monthly basis of one third or more of the aggregate principal and interest due to the Dollar Lenders and payable on the next quarterly Payment Date  and of one sixth or more of the aggregate principal and interest due to the Dollar Lenders on the  next semi-annual Payment Date, as the case may be; (v) a sub-account No …………….……denominated in Rupees entitled Commitment Charges Guarantee Account it being understood that, this account is for the purpose of accumulation on a monthly basis of one third or more of the aggregate Commitment Charges Guarantee Commission due under the Commitment Charge Financing   Documents and payable on the next quarterly Payment Date; (vi) a sub-account No …………….……denominated in Rupees entitled the "Rupee Debt Service Reserve  Account" it being understood that, this account is for the purpose of  retention of principal and interest due to Rupee Lenders for the instalments of 6 months principal and interest following the current instalment;  (vii) a sub-account No ……………...denominated in Dollars entitled the Dollar Debt Service Reserve Account" it being understood that, this account Is for the purpose of retention of principal and interest on, dollar Loans Lowed to Dollar Lenders by..the Borrower for the instalments of 6 months principal and interest Following current  instalment; (viii) a sub-account No ……………... denominated in Rupees entitled the "Tax Escrow Account" it being understood that, this account is for  the purpose of retention of amount and payment of taxes on income reimbursed by MPEB the Borrower; (ix) a sub-account No ……………...entitled the "Overhaul Reserve Account" it being understood that, this account is for the purpose of retention of amounts towards Overhaul Costs projected to be Incurred during the next 12 months as per the Operating Budget; (x) a sub-account No..........entitled "Contingency Account"  it being understood that, this account is for retention and use of Contingency Proceeds in accordance with this Agreement; (m) a sub-account No………………entitled the "Establishment Expenses Account" it being understood that, this account is for the purpose of retention of amounts payable towards expenses, in accordance with the Operating Budget but excluding those  amounts paid from the Trust and Retention Account under the Fuel Supply Agreement and Operations and Maintenance Agreement and for Overhaul Costs, etc. in  accordance With Annexure 2; and (xii) Such other accounts as may be agreed -between the Borrower and the Security Trustee/Lead Institution.   2.2 Declaration of trust   The Borrower hereby settles on trust with each of the Account Banks the sum of Rs.100. The Borrower also hereby declares that all rights, title and interest in and to the trust, Trust and- Retention Account and the Authorised Investments made from the Trust and Retention Account shall be vested in the Account Banks, the Lenders and the Borrower in accordance with the terms of this Agreement and their respective interests are provided for herein. The Account Banks hereby accept the above amount of Rs, 100 in the trust hereby declared and upon the terms and conditions set -forth in this Agreement. Amounts deposited in the Trust and Retention Account from time to time shall be held in trust, received and applied as provided In this Agreement. No person other than the Guarantors, the Lenders and the Borrower shall have any rights hereunder as the beneficiaries of or as third party beneficiaries under, this Agreement.   2.3 Maintenance of the accounts   The Account Banks shall, save as otherwise provided herein, maintain the Trust and Retention Account in accordance with the terms of this Agreement and its usual practices and applicable regulations and, if permitted by applicable regulations, pay the maximum rate of interest payable to Its customers on the balance from time to time of the Trust and Retention Account as agreed between the Borrower and each of the Account Banks individually from time to time.   2.4 Operating procedures   The Account Banks and the Borrower have prior to execution of this Agreement agreed (after consultation with the Security Trustee/Lead -Institution) on the detailed mandates, terms and conditions and Operating Procedures for the Trust and Retention Account, (as set out in Annexure 3 to this Agreement), provided however, in the event of any inconsistency between this Agreement and such mandates, terms and conditions or procedures, this Agreement shall prevail.   2.5 Sub-accounts   The Borrower shall be permitted to instruct the Account Banks to make transfers to and from a sub-account provided that the Required Balances are maintained.   2.6 General right of withdrawal with Security Trustee/Lead Institution Consent   Notwithstanding any other provision of this Agreement, the Borrower may, at any time, with the prior written consent of the Security Trustee/Lead Institution, instruct the Account Banks to withdraw amounts from any Trust and Retention Account and pay the same to an Account designated by the Borrower (irrespective of whether such withdrawal and payment falls on a Distribution Date), provided that such consent shall not be required If the Required Balance is maintained in relation to the Trust and Retention Account and there is no TRA Default or an Event of Default which has occurred and is then subsisting. The consent of the Security Trustee/Lead Institution should indicate the details of any beneficiary of payments.   2.7 Withdrawals to make payments prior to distribution date   Notwithstanding any of the provisions of this Agreement:   (A) the Borrower may instruct the Account Banks to make withdrawals from the Current Rupee Debt Service Account ,or the Current Dollar Debt Service Account in order to make any payments under the Financing Plan or Operating Budgets which fall due  prior to a Distribution Date; and (B) if a Distribution Date is not a date on which banks are generally open for business in the place, where any account is held (being a place other than Mumbai), the Borrower shall be entitled to instruct the Account Banks to make payment to or withdrawal from such account (and the corresponding withdrawal from or payment to any other  account) on the immediately preceding day on which banks are generally open for business In such place, provided that-any such payments and withdrawals would have been permitted on such Distribution Date.   2.8 The restrictions in this Agreement on withdrawal of funds from the Trust and Retention Account shall not affect the obligations of the Borrower under the Financing Documents.   2.9 Any payment instructions of the Borrower to the Account Bank under this Agreement shall be, as regards Operating Costs, in accordance , with the Operating Budget and as regards other payments, in, accordance with the Financing Documents.   3. The Trust and Retention Account   3.1 Account   The Trust and Retention Account shall ,be established in the name of the Borrower.   3.2 Deposits   3.2.1 The Borrower:   (A) shall procure that all Project Proceeds (other than interest income accumulated in the Current Debt Service Accounts, and in the Debt Service Reserve Accounts and the Overhaul Reserve Account until the Required Balances are attained) shall be credited to or deposited in the Trust and Retention Account upon payment thereof; (B) shall procure that all amounts deposited by APSEB in the PPA Collection Account shall be credited/deposited Into the Trust and Retention Account upon the same day as deposit Into the PPA Collection Account; (C) shall procure that. all amounts credited/deposited in the Dollar Construction Account in excess of Dollar disbursements under the Financing Documents, shall be credited/deposited into the Trust and Retention Account on the same day as they are debited/withdrawn from the Dollar Construction Account unless ,credited/deposited into the Current Dollar Debt Service Account; (D) shall procure that all amounts drawn by the Borrower pursuant to the Overdraft Facility extended by each of the Working Capital Lenders. shall be credited or deposited in the Trust and Retention Account; (E) shall procure the deposit of Contingency Proceeds into the Contingency Account; (F) shall procure that any surplus in any of the accounts shall be deposited into the Trust and Retention Account unless retained in, or transferred from the Dollar Debt Service Reserve Account to the Current Dollar Debt Service Account to meet future obligations; and (G) may make other voluntary deposits of the Borrower's funds into the Trust and  Retention Account at any time.   3.2.2 The Account Banks shall procure that all interest, if any, on balances in the Trust and Retention Account and interest on Authorised Investments made from the Trust and Retention Account, not otherwise used for the purposes for which the Debt Service Reserve Accounts, the Current Debt Service Accounts the Overhaul Reserve Account and the Establishment Expenses Account are established, shall be credited to or deposited In the Trust and Retention Account.   3.2.3 While the Borrower is using a Working Capital Facility (the "Overdraft Facility") with an Account Bank so long as there is no TRA Default or an Event of Default which has occurred and Is then subsisting, any credit balance remaining uninvested in the Trust and Retention Account and/or the Establishment Expenses Account at the end of each day shall be automatically credited against the Overdraft Facility provided by such Account Bank until the Overdraft Facility balance is reduced to zero.   Any deficiency in the Trust and Retention Account and/or the Establishment Expenses Account at the end of each day shall big automatically funded from the Overdraft Facility to bring such deficiency to zero (provided that borrowing capacity remains under the Overdraft Facility).   3.3 Withdrawals   The Account Banks shall withdraw amounts from the Trust and Retention Account on each Distribution Date in accordance with the Borrower's instructions only for the following purposes And in the following order of priority.   (A) to pay   (i) Rupee Budgeted Operating Costs In accordance with the Operating Budget towards, inter afia fuel charges, costs payable under the Operations and Maintenance Agreements, costs payable towards insurance charges, establishment charges, taxes, capital, etc.; and (ii) Dollar Budgeted Operating Costs in accordance with the Operating Budget; in each case, for the calendar month in which such Distribution Date occurs in accordance with Annexure 11;   (B) to pay   (i) an amount to the Current Rupee Debt Service Account equal to the Required Balance in relation to the Current Rupee Debt Service Account; and (ii) an amount to the Current Dollar Debt Service Account equal to the Required Balance in relation to the Current Dollar Debt Service Account;   (B1) to pay   (i) an amount to the Commitment Charges Guarantee Account equal to the Required  Balance in relation to the Commitment Charges Guarantee Account;   (C) to pay   an amount to the Overhaul Reserve Account, unt 11 the amount projected to be required to fund Overhaul Costs during the ensuing twelve months has been accumulated;   (D) to pay   (i) an amount to the Rupee Debt Service Reserve Account equal to:   (a) the Required Balance in relation to the Rupee Debt Service Reserve Account; minus (b) the amount standing to the credit of the Rupee Debt Service Reserve Account; and (ii) an amount to the Dollar Debt Service Reserve Account equal to:   (a) the Required Balance in relation to the Dollar Debt Service Reserve Account; minus (b) the amount standing to the credit of the Dollar Debt Service Reserve Account;   (E) to pay   dividends to the shareholders of the Borrower as provided in section 15 of this Agreement.   3.4 Application of Insufficient Funds   3.4.1 As provided In section 3.3, the application of funds in the Trust and Retention Account shall be applied in the order of priority set forth therein. If the funds available for payment to an Account are sufficient to pay a portion, but not all, of the amount required to be paid to any Account, the Borrower shall instruct the Account Bank to pay the available funds, to the . relevant Account, with the prior consent of the Security Trustee/Lead Institution   3.4.2 If, on any Distribution Date,    (A) the, balance in the Trust and Retention Account for payment towards Operating  Cost is less than the amounts referred to in section 3 1 ,3(A), the Account Bank shall pay that  portion of available Required Balances., first from (D).,hereof, second from (C) and third from (B) to make up such shortfall; or   (B) the funds available for payment to the Current Debt Service Accounts are less than the amounts referred to in section 3.3 (B), the Borrower shall instruct the Account Bank to pay the portion of available Required Balances first from (D) hereof and then  from (C) to make such shortfall;   (C) the funds available for payment to the Overhaul Reserve Account are less than the amounts referred to in section 3.3(C), the Borrower shall instruct the Account Bank to pay the portion of available Required Balances from (D) hereof to the Overhaul Reserve Account as directed by the Borrower in accordance with the Operating Budget; or   (D) the funds available for payment to the Debt Service Reserve Accounts are less than the amounts- referred to in section 3.3(D), the Borrower shall instruct the Account Bank to pay the earliest available funds to the Rupee Debt Service Reserve, Account and. the Dollar Debt Service Reserve Account pro rata in order to attain the respective Required Balances applicable to such Accounts on such date.   3.4.3 For the purpose of calculating the amount of pro rata payments In accordance with clause 3.4.2, the Borrower shall calculate the Required Balances in Rupees based on the  exchange rate in effect at such time but the payments , shall be made in the currency in which relevant Account Is denominated. For this purpose the Account Bank can rely on the calculations provided to It by the Borrower in writing.   4. PPA Collection Account   4.1 Account   The PPA Collection Account shall, be established in the name of the Borrower.   4.2 Deposits   The Borrower shall procure payments of amounts due and payable by MSEB under the Power, Purchase Agreement into this Account.   4.3 Withdrawals   Any amount deposited in the PPA Collection Account shall be credited on the same day as the deposit to the Trust and Retention Account.   5. Dollar Construction Account   5. 1 Account   The Dollar Construction Account shall be established, subject to the approval of the Reserve Bank of India, in the name of the Borrower.   5.2 Deposits   The Borrower shall procure that all amounts (i) drawn down under the Foreign Currency Loan Agreements, other than that with The Asian Development Bank, for application towards Construction Costs and (ii) of equity received from the foreign shareholders of the Borrower are deposited into this Account.   5.3 Withdrawals   The Account Bank shall withdraw amounts in the Dollar Construction Account and make payments towards Dollar amounts due and payable under the EPC contracts and also for payment of Dollar amounts due and payable towards. non-EPC costs in accordance with the Financing Plan and on the instructions of the Borrower. Any amounts remaining in the Dollar Construction Account at any time which are not required to make Dollar payments.in accordance with the Financing Plan will, on the instructions of the Borrower, with the consent of the Security Trustee/Lead Institution, be converted into Rupees for deposit into the Trust and Retention Account. Provided that any surplus amount in the Dollar Construction Account after Project Completion (as defined in the EPC Contract) shall be used to prepay the Loans on a pro rata basis.   6. Establishment Expenses Account 6.1 Account   The Establishment Expenses Account shall be established in the name of the Borrower.   6.2 Deposits   Deposits to the Establishment Expenses Account shall be made in accordance with the Operating Budget under section 3.3 (A) above.   6.3 Withdrawals   The Account Bank shall withdraw amounts from the Establishment Expenses Account in accordance with the Operating Budget.   7. Current Debt Service Accounts 7.1 Account   The Current Debt Service Accounts shall be established in the name of the Borrower. The Current Dollar Debt Service Account shall be denominated in Dollars and the Current Rupee Debt Service Account shall be denominated In Rupees.   7.2 Deposits   (A) Deposits to the Current Rupee Debt Service Account   Deposits to the Current Rupee Debt Service Account shall be made by the Account Bank in accordance with sections 3.3(13)(J) and 9.3(B).   (B) Deposits to the Current Dollar Debt Service Account   Deposits to the Current Dollar Debt 'Service Account shall be made by the Account Bank in accordance with Sections 3.3(B) (h) and 9.4(B).   7.3 Withdrawals from the Current Rupee Debt Service Account   The Account Bank shall withdraw amounts from the Current Debt Service Account on a Distribution Date:   (A) on the instructions of the Borrower to pay amounts due under the Financing Plan on such date; or (B) on the instructions of the Borrower with the prior written consent of the Security Trustee/Lead Institution.   7.4 Withdrawals from the Current Dollar Debt Service Account   The Account Bank shall withdraw amounts from the Current Dollar Debt Service Account on a Distribution Date:   (A) on the instructions of the Borrower to pay amounts due under the Financing Plan on such date; or (B) on the instructions of the Borrower with the prior written consent of the Security Trustee/Lead Institution.   7.5 Application of Insufficient Funds   If the amounts available in a Current Debt Service Account are insufficient to pay amounts due under Loan Agreements and the Guarantee Agreements In the order of priority listed in the Loan Agreements and the Guarantee Agreements, the Borrower shall instruct the Account Bank to pay the available amounts pro rata to the aggregate-, of each of the amounts due there under and in accordance with the priority in the Loan Agreements and the Guarantee Agreements. For this purpose the Account Bank can rely on the calculations provided to it by the Borrower in writing with the approval of the Security Trustee/Lead Institution.   7A. Commitment Charges Guarantee Account   7A. 1 Account   The Commitment Charges Guarantee Account shall be established in the name of the Borrower. The Account shall be denominated in Rupees.   7A.2 Deposits   Deposits to the Commitment Charges Guarantee Account shall be made by the Account Bank in accordance with section 3.3(131)(1).   7A.3 Withdrawals   The Account Bank shall withdraw amounts from the Commitment Charges Guarantee Account on a Distribution Date:   (A) on the instructions of the Borrower to pay amounts due under the Commitment Charge Financing Documents on such date; or (B) on the instructions of the Borrower with the prior written consent of the Security Trustee/Lead Institution.   8. Overhaul Reserve Account   8.1 Account   The Overhaul Reserve Account shall be established in the name of the Borrower. The Account shall be denominated in Rupees until such time as an additional Overhaul Reserve Account, denominated in Dollars, is required and approval of the Reserve Bank of India to open such an account is obtained.   8.2 Deposits   Deposits to the Overhaul Reserve Account shall be made by the Account Bank in accordance with section 3.3(C), provided the amount to be maintained in the Account for any projected twelve months Overhaul Costs will be reduced by any cash and Authorised Investments retained by the Borrower in excess of cash and/or Authorised Investments required for the Current Debt Service Accounts and Debt Service Reserve Accounts.   8.3 Withdrawals   (A) The Account Bank shall withdraw amounts from this Account on the instructions of the Borrower for payment of Overhaul Costs in accordance with the Operating Budget.   (B) In the event there are amounts in excess of the projected requirements, the Borrower may, at its option, direct the Account Bank to transfer any such excess to be transferred to the Trust and Retention Account.   9. Debt Service Reserve Accounts   9.1 Account   The Debt Service Reserve Accounts shall be established in the name of the Borrower. The Dollar Debt Service Reserve Account shall be denominated in Dollars and the Rupee Debt Service Reserve Account shall be denominated in Rupees.   9.2 Deposits to the Debt Service Reserve Account   (A) Deposits to the Rupee Debt Service Reserve Account   Deposits to the Rupee Debt Service Reserve Account shall be made by the Account Bank in accordance with sections 3.3(13)(t).   (B) Deposits to the Dollar Debt Service Reserve Account   Deposits to the Dollar Debt Service Reserve Account shall be made by the Account Bank in accordance with sections 3.3(13)(fi).   9.3. Withdrawals from the Rupee Debt Service Reserve Account   The Account Bank shall withdraw amounts from the Rupee Debt Service Reserve Account on a Distribution Date:   (A) on the instructions of the Borrower to make payments to the Current Rupee Debt Service Account to the extent that the amount standing to the credit of such account is less than the Required Balance; or   (B) on the instructions of the Borrower to make payments to the Overhaul Reserve Account to the extent that the amount standing to the credit of such account is less than the Required Balance; or   (C) to the extent that the balance of the Rupee Debt Service Reserve Account exceeds its Required Balance, on the instructions of the Borrower to pay the excess in the Rupee Debt Service Reserve Account (or such lesser amount as the Borrower may specify) solely to the Trust and Retention Account; or   (D) on the instructions of the Borrower with the prior written consent of the Security Trustee/Lead Institution.   9.4 Withdrawals from the Dollar Debt Service Reserve Account     The Account Bank shall withdraw amounts from the Dollar Debt Service Reserve Account on a Distribution Date:   (A) on the instructions of the Borrower, to make payments to the Current Dollar Debt Service Account to the extent that the amount standing to the credit of such Account is less than the Required Balance; or   (B) to the extent that the balance of the Dollar Debt Service Reserve Account exceeds its Required Balance, on the instructions of the Borrower, to pay the excess in the Dollar Debt Service Reserve Account (or such lesser amount as the Borrower may specify) solely to the Trust and Retention Account; or   (C) on the instructions of the Borrower with the prior written consent of the Security Trustee/Lead Institution.   9A. Tax Escrow Account 9A. 1 Account   The Tax Escrow Account shall be established in the name of the Borrower.   9A.2 Deposits   The Borrower shall procure deposit amounts paid by APSEB towards reimbursement ,of taxes on Income of the Borrower under the Power Purchase Agreement into this Account.   9A.3 Withdrawals   The Account Bank shall, on the instructions of the Security Trustee/Lead Institution, utilise such amounts towards payment of taxes on income of the Borrower as provided in the Rupee Operating Budget.   9B. Contingency Account   9B.1 Account    The Contingency Account shall be established in the name of the Borrower.   9B.2 Deposits   The Borrower shall procure deposit of all Contingency Proceeds into this Account.   9B.3 Withdrawals   The Account Bank shall withdraw amounts from the Contingency Account:   (i) being insurance proceeds at the instructions of the Borrower to make good any repair or loss; (ii) being proceeds of third party and employers' liability claims at the instructions of the Borrower for payment to the person to whom liability is due unless the claim has been previously settled by the Borrower, in which case the proceeds shall be deposited in the Trust and Retention Account; (iii) being proceeds of liquidated 'damages under the EPC Contract at the instructions of the Borrower to pay damages payable under the Power Purchase Agreement or other Project Contracts as a result of events which gave rise to liquidated damages; (vi) being proceeds of liquidated damages under the Fuel Supply Agreement to pay damages payable under the Power Purchase Agreement or other Project Contracts as a result of events which gave rise to liquidated damages; and (v) to the extent of any surplus remaining after the application of funds as provided in (i) to (iv) above, to the extent Required Balances have not been I attained, at ,the option of the Lenders to prepay the Loans or retain the surplus In the Trust and Retention, Account, provided that if the Required Balances have already been attained, the surplus shall be transferred to the Trust and Retention Account.   10. Currency Conversion   For the purposes of ensuring that the proceeds of any withdrawal made hereunder from the Trust and Retention Account are denominated in the currency in which the same are to be applied hereunder, the Borrower shall instruct the Account Banks to convert the amount of any such withdrawal from the currency in which the same is denominated into the currency in which the proceeds thereof are to be applied at the then appricable exchange rate offered by the Account Bank in the normal course of its business or to transfer such withdrawal to any other banking institution selected by the Borrower for the sale or purchase of currency, in accordance with applicable approvals from the Reserve Bank of India from time to time. If the conversion is made prior to the relevant withdrawal date, the Account Banks shall retain the funds so converted in a Rupee or Dollar subaccount maintained in connection with such Account or, if no such sub-account is required to be so maintained, a sub-account in the relevant currency established for such purpose:   Provided that any amounts payable by MSEB required to be converted into Dollars to meet Dollar obligations shall be converted into Dollars promptly after deposit into the Trust and Retention Account in accordance with this Agreement.   Any currency conversion by the Borrower shall be in accordance with the approval of the Reserve Bank of India.   11. Authorised Investments   11. 1 Power to invest   The Account Banks shall invest in Authorised Investments on the instructions of the Borrower, subject as provided in this Agreement, from such part of the amounts standing to the credit of any of the Trust and Retention Account. Section 20 of the Indian Trusts Act, 1882 shall not apply to investments of amounts in the Trust and Retention Accounts.   11.2 Procedure for investments   11.2.1 All Authorised Investments shall be made and/or realised by the Account Banks in accordance with the Borrower's instructions.   11.2.2 All documents of title or other documentary evidence of ownership with respect to Authorised Investments made out of any Account will be held in the custody of the Account Bank under the name and for the account of the Borrower.   11. 3 Realisations   Upon the realisation of any investment made under this Section, the proceeds of realisation shall immediately be credited to the relevant Account by the Account Banks or immediately invested in another Authorised Investment in accordance with the Borrower's instructions.   11.4 Mandatory realisations   In the event, that the Borrower becomes aware that any Authorised Investment has ceased to be an Authorised Investment, the Borrower shall immediately instruct the Account Banks on a best efforts basis to realise such Authorised Investment on its maturity date or earlier if so instructed by the Borrower.   11.5 Accounts Include Investments   Any reference in this Agreement to the balance standing to the credit of an Account   shall be deemed to include a reference to the principal and interest accrued thereon of Authorised Investments in which all or part of such balance is invested.   11.6 Interest on Investments   Except as otherwise described herein, any interest or other income paid in respect of Authorised Investments shall be paid to the Trust and Retention Account.   11. 7 Enforcement notice   On receipt of an Enforcement Notice from the Security Trustee/Lead Institution, the Account Banks shall realise the Authorised Investments, whether such investments have matured or not, on a best efforts basis and apply the proceeds as directed by the Security Trustee/Lead Institution (who shall act in accordance with the Security Documents).   12. Withdrawals following event of default   12.1 Events of default   If the Security Trustee/Lead Institution notifies the Account Banks that an Event of Default has occurred, and is continuing, then, until such time as the Security Trustee/ Lead Institution has notified the Account Banks that the. Event of Default has been cured or waived under the relevant Loan Agreements and/or the Guarantee Agreements only upon receipt of Instructions from the Security Trustee/Lead Institution the Account Banks shall act and make withdrawals from the Accounts In accordance with the instructions of the Security Trustee/Lead Institution.   12.2 Enforcement notices   The Account Banks, at any time after the notification to them by the Security Trustee/ Lead Institution of the occurrence of an Enforcement Notice and until such time as it is notified by the Security Trustee/Lead Institution that such Enforcement Notice has been revoked by the Security Trustee/Lead Institution, shall:   (A) not be obliged to act on the instructions of the Borrower pursuant to this Agreement in relation to any sums at such time standing to the credit of the Accounts except with the prior written consent of the Security Trustee/Lead Institution; (B) be entitled to pay to the Security Trustee/Lead Institution any sums standing to the credit of the Accounts for application by the Security Trustee/Lead Institution in or towards the payment and discharge of any amounts owing to the.Lenders under the Financing Documents in accordance with the Security Documents; (C) not honour any cheques or other payment instructions of the Borrower without the consent of the Security Trustee/Lead Institution.   Upon an Enforcement Notice, the Borrower undertakes not to issue any cheque or payment instructions, to the, Account Banks without the consent of the Security Trustee/ Lead Institution.   13. Account banks provisions   13.1 The Account Banks and the Lenders   The Borrower hereby appoints the Account Banks to act as trustee for the Security Trustee/Lead Institution and the Borrower in connection herewith, and authorises the Account Banks to exercise such rights, powers, authorities and discretions as are specifically delegated to the Account Banks by the terms hereof, together with all such rights, powers, authorities and discretions as are reasonably incidental hereto, and the Account Banks accept such appointment pursuant to the terms hereof.   13.2 Particular Duties of the Account Bank   The Account Bank:   (A) may, in the absence of bad faith or gross negligence on its part, rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (B) may, in the absence of bad faith or gross negligence on its part, rely upon the authenticity of any communication or documents believed by it to be authentic; (C) shall, within 5 business days after receipt, deliver a copy to  the Security Trustee/ Lead Institution of any notice or document received by the Account Banks in their capacity as Account Banks from the Borrower -or any other person hereunder or in connection herewith; and   (D) shall, within 5 business days after receipt, deliver a copy tothe Borrower of any notice or document received by the Account Banks from the Security Trustee/ Lead Institution or any of the Lenders in connection herewith..   13.3 Segregation of Funds   Monies and other property received by the Account Banks under this Agreement shall, until used or applied in, accordance with this, Agreement, be hold in trust for, the purposes for which they were received and shall be segregated from other funds and property of the Account Banks.   13.4 Termination   13.4.1 This Agreement shall remain in full force and effect so long as, amounts remain outstanding from the Borrower under the Financing Plan, unless terminated earlier by the mutual consent of the parties or otherwise in accordance with the provisions of this Section by written notice from the Security Trustee/Lead Institution to the Account Banks.   13.4.2 The Borrower may, by not less than 45 days prior notice to the Account Bank(s) and the Security Trustee/Lead Institution, terminate this Agreement and appoint one or more Account Banks, provided that the new Account Bank(s) War& acceptable to the Security Trustee/Lead Institution and arrangements are made satisfactory to the Security Trustee/Lead Institution for transfer of amounts deposited in the Accounts to new Accounts established with the successor Account Bank(a).   13.4.3 The Account Banks shall be entitled to terminate this Agreement if the Borrower fails to comply with any of its material obligations to the Account Banks under this Agreement and fails to remedy the failure within 45 days after receipt of notice thereof from the Account Banks to the Borrower and the Security Trustee/Lead Institution, provided the Borrower appoints new Account Banks acceptable to the Security Trustee/ Lead Institution and arrangements are made satisfactory to the Security Trustee/Lead Institution for transfer of amounts deposited in the Accounts to now Accounts established with successor Account Banks.   13.5 Fees   The Borrower shall pay the Account Banks fees in an amount and at such times as may be agreed between the Account Banks and the Borrower.   13.6 Books and Records   The Borrower authorises the Account Banks to give the Security Trustee/Lead Institution unrestricted access to review the books and records of the Account Banks, subject to restrictions in law and right of confidentiality of the Account Banks. The Borrower irrevocably grants the Security Trustee/Lead Institution access to review the books and records of the Trust and Retention Account and irrevocably waives any right of confidentiality, which may exist in respect of such books and records to the Security Trustee/Lead Institution.   13.7 Statement of Investments   Upon the request of the Security Trustee/Lead -Institution, not later than 5 business days after the end of any calendar month, the Borrower will deliver to the Lenders a schedule of investments acquired or disposed off during that month in respect of the Trust and Retention Agreement, in such detail as the Lenders may reasonably require. Xcp.df 13.8 Notice of Breach   The Account Banks undertake to the Security Trustee/Lead Institution that It shall notify the Security Trustee/Lead Institution of any breach by the Borrower (to the best of its knowledge) of the provisions of this Agreement.   14. TRA defaults   If the Borrower is in breach of. any of its obligations under this Agreement and, following notice of default from the Security Trustee/Lead Institution, falls to remedy the same:   (A) in the case of a failure to deposit funds received by the Borrower in the appropriate Account in accordance with this Agreement, by depositing the same in such appropriate Account within five business days of receipt of such notice; (B) in the case of a breach consisting of causing the Account Banks to transfer funds to any Account in breach of the terms of this Agreement, by depositing the relevant funds in the Account in which such transfer should have been made (or, in the case of a transfer to the Trust and Retention Account, by requesting the Security Trustee/Lead Institution to authorise the transfer of amounts incorrectly deposited in such Account to the Account to which the transfer should have been made) within five business days of receipt of such notice; (C) in the case of a breach of the Borrower's obligations under section 12, by instructing the Account Banks to realise any investment made in, breach of section 12 within five business days of receipt of such notice; (D) in case the Average Debt Service Coverage Ratio is less than 1.2; or (E)               in the case of any other breach, within 30 days of suc (F)               h notice; such default shall be deemed to be a “TRA Default “, and the Security Trustee/Lead Institution shall promptly authorlse the Account Banks to make transfers required pursuant to paragraph (B) above.   15. Dividends   If there has not occurred an (i) Event of Default, or (ii) a TRA Default and if the Required Balance in the Debt Service Reserve Accounts, the Overhaul Reserve Account and the Current Debt Service Accounts is in compliance with the amount specified in this Agreement, or (iii) there is no claim pending against the Borrower which has not been contested by the Borrower or provided for by means of a reserve in the Trust and Retention Account, and (iv) the Security Trustee/Lead Institution is satisfied that amounts in the Trust and Retention Account are adequate to meet the Operating Costs in accordance with the Annual Operating Budget for the month in which dividend is proposed to be declared, then the Security Trustee/Lead Institution shall allow the Borrower to pay the maximum dividend permitted under law, provided the Average Debt Service Coverage Ratio for the four calendar quarters Immediately prior to, the proposed dividend payment date and the four calendar quarters subsequent thereto, Including the quarter in which the dividend is proposed to be paid, Is 1.4 or greater provided that the calculation of the Average Debt Service Coverage Ratio shall be subject to the prior written approval of the Security Trustee/Lead Institution.   16. Representation and warranties of the account bank and the Borrower   Each of the Account Banks and the Borrower represent and warrant. that, it is duly organised and validly existing under the laws of India, with power to enter into this Agreement and tax exercise its rights and perform its obligations hereunder and has taken all corporate and other actions required for the execution of this Agreement and the performance of its obligations hereunder.   17. Miscellaneous   17.1 Closure of Accounts   The Account Banks shall, at the request of the Borrower made on or after the payment by the Borrower of all outstanding amounts under the Loan Agreements and Guarantee Agreements (for this purpose, excluding the ADB Loan Agreement) and the Guarantee Agreements as confirmed by the Security Trustee/Lead Institution, close the Accounts and pay any amount standing to the credit thereof to the Borrower.   17.2 Restriction on Assignment   Save as provided in section 13.4, neither the Borrower, the Security Trustee/Lead Institution nor the Account Banks shall assign or transfer any part of their respective rights or obligations under this Agreement without the prior consent of the other, provided that the Security Trustee/Lead Institution may assign or transfer its rights and obligations to a successor Security Trustee/Lead Institution, with the consent of the Borrower (which shall not be unreasonably withheld) and this section 17.2 shall not prevent any Lender from assigning or transferring its rights under the Loan Agreements and the Guarantee Agreements, in accordance with the terms thereof.   17.3 Successors and assignors   This Agreement shall be binding on and shall Inure to the benefit of the Parties and their respective successors and permitted assigns.   17.4 No set off   The Account Banks agree not to claim or exercise any right of set off, banker's lien or other right or remedy with respect to amounts standing to the credit of the Trust and Retention Accounts. For the avoidance of doubt, it is declared by the Account Banks that the monies and properties held by the Account Banks shall not be considered as part of the assets of the Account Banks and, being trust property, shall in the case of a bankruptcy or liquidation of the Account Banks be wholly excluded from the assets of the Account Banks in such bankruptcy or liquidation.   17.5 Notices   17.5.1 All notices or other communications to be given or made under this Agreement shall be in writing and shall either be delivered personally or sent by courier, registered or certified mail or facsimile. The address for service of each Party and its facsimile number is set out under its name on the signature pages hereof. All notices shall be effective upon actual receipt, save that where a notice is transmitted by facsimile and is received after 5.30 p.m. on a business day or on a day that is not a business day, such notice shall be deemed to be received on the first business day following the date of actual receipt. Without prejudice to the foregoing, a Party giving or making a notice or communication by facsimile, shall promptly deliver a copy of such notice or communication personally, by courier or mail to the addressee of such notice or communication.   17.5.2 Any Party may by notice change the addresses and/or addresses to which such notices and communications to it are to be delivered or mailed. Such change shall be effective when all the Parties have written notice of it.   17.6 Waiver   Failure by any Party at any time to enforce any provision of this Agreement or to require performance by the other Parties of any provision of this Agreement, shall not be construed as a waiver of such provision and shall not affect the validity of this Agreement or any part of it or the right of the relevant Party, to enforce any provision in accordance with its terms.   17.7 Severability   If any condition, Section or provision of this Agreement not being of a fundamental nature is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected thereby.   17.8 Amendments   No amendment to this Agreement shall be binding unless in writing and signed by the duly authorised representatives of the Parties.   17.9 Governing law   This Agreement shall be governed by and construed in accordance with Indian law.   17. 10 Regulatory approvals   Each of the Account Banks shall use its best efforts to procure and shall thereafter, maintain and comply with all regulatory approvals required for it, to establish and operate the Accounts. Each of the Account, Banks represent and warrant to the Borrower that, it is not aware of any reason why such regulatory approvals will not be ordinarily granted to the Account Bank.   17.11 Notification of balances   Within 7 days following the end of each calendar monthly reporting date, the Account Banks shall notify the Security Trustee/Lead Institution of the respective balances in the Accounts a statement of the deposits into and payment out of the Accounts, as at the close of business of such calendar month.   IN WITNESS whereof the Borrower has caused its Common Seal to be affixed hereto and to a duplicate hereof on the date first above written and the Account Banks and the Security Trustee/Lead Institution have caused the same and the said duplicate to be executed by the hand of an authorised official.   SIGNED AND DELIVERED  by the within named ABC BANK by the hand of……………. an authorized official of the Account Bank   Address for notice ABC Bank Branch Fax No.   SIGNED AND DELIVERED  by the within named THE GHI BANK LIMITED by the hand of……………….an authorised official of the Account Bank Address for notice GHI Bank   SIGNED AND DELIVERED by THE XYZ FINANCE COMPANY LIMITED within named Security Trustee by the hand of……………….an authorised. Official of the Security Trustee/Lead Institution acting as trustee for the Lenders.   Address for notice The XYZ Finance Company Ltd. …………………………………. ………………………………….. Mumbai Fax No.     THE COMMON SEAL of ABC POWER GENERATION COMPANY LIMITED  pursuant to the Resolution of its Board of Directors passed in that………………behalf on the day of…………..2001 hereunto been affixed in the presence of ........................ Director and …………..Secretary who have signed these presents in token thereof  Address for notice …………………. ………………….. …………………..     ANNEXURE1 FORM OF CONSTRUCTION, COSTS BUDGET   The Construction Costs Budget may be amended by mutual agreement of the Borrower and the Security Trustee/Lead Institution.   ANNEXURE2 FORM OF OPERATING BUDGET   The Operating Budget may be amended by mutual agreement of the Borrower and the Security Trustee/Lead Institution.   ANNEXURE3 OPERATING PROCEDURES   The Operating Procedures may be amended by agreement of the Borrower, the Security Trustee/Lead Institution and the Account Banks.

LETTER OF DECLARATION AND UNDERTAKING   Place: Mumbai Date:  The XYZ Finance Company Ltd., .................... ……………. Mumbai Dear Sirs, Re: M/s. ABC Power Generation Company Ltd.,   Re: Foreign Currency Loan of US$…………..million equivalent to Rs…………..crore Sanctioned to the Company.   With reference to the Foreign Currency Loan of US$…………..million equivalent to Rs …………..crore granted to us, we hereby give the following declarations and undertakings:   (i) We have disclosed all facts relating to our property viz., land, buildings, plant and machinery to WS XYZ & Co. Solicitors & Advocates of The XYZ Finance Company Limited and made available to him all the documents and title deeds in our possession and power. (ii) We hereby undertake to complete the regular mortgage transaction for the Foreign Currency Loan of US $ million equivalent to Rs . …………..crore shortly. (iii) We hereby declare that we have not charged/hypothecated or pledged any of our assets included in the security of the Company in favour of our Bankers or machinery suppliers or others and that the same are free from any charge, encumbrance, attachments, liens and lis pendens whatsoever, save and except; charges in favour of Participating Financial Institutions and Banks and a second charge in favour of the Commitment Charge Lenders as permitted by XYZF. (iv) We hereby declare that we are not carrying on any trading activities other than the manufacture and sale of our products and undertake that, we shall not carry on any other trading activity without-the prior written approval of the Company. (v) We have duly paid all rents, royalties and all public demands such as income-tax, sales tax, Corporation tax and all other taxes and revenue payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such rents, royalties, taxes and revenues due and outstanding and that no attachments or warranties have been served on us in respect of Sales Tax, Income-tax, Government revenues and other taxes. We also undertake to get from our Income-tax Officer a certificate to the effect that we have paid the various taxes and that registration of the Deed of Mortgage will not stand in the way of the recovery of any such tax/taxes from us at the time of registration of the said Deed of Security. (vi) We hereby declare that the Board of Directors have necessary power to borrow/secure the amount of the said foreign currency loan in terms of section 293(i)(d) of the Companies Act, 1956. (vii) We, hereby, further undertake that particulars of charges as required under the Companies Act, 1956 shall be filed by us with the Registrar of Companies within seven days from the date hereof and shall forward to the Company the certificate issued by the Registrar of Companies in this behalf immediately it is received by the Company.   Yours faithfully, For and on behalf of Ws. ABC Power Generation Company Ltd., XYZ Managing Director and CEO Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)