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AGREEMENT FOR PLEDGE OF SHARES Download Word Document In English. (Rs.50/-) Download PDF Document In Hindi. (Rs.50/-) This Agreement  made at Mumbal this……………….... day of …………1998 by  (i) Santex Construction Ltd., a Company registered under the Companies Act, 1956 and having its Registered Office at 'Santex Plaza...............................Mumbai (ii) Santex Investment Ltd. a Company registered under the Companies Act of Hongkong and having its Registered Office at.............................. Singapore (iii) STR Power Company Limited a Company registered under the Companies Act Mauritius and having its Registered Office at…………………….Republic of Mauritius. (hereinafter collectively referred to as 'the Pledges' which expression shall include their respective legal representatives, heirs, executors and administrators) and XYZ Finance Company Ltd. (XYZF), a Company registered under the Companies Act, 1956 and having its Registered Office at……………………Mumbai on its behalf and on behalf of the Lenders whose names are set out in Schedule-I (hereinafter referred to as "Lead Institution/Security Trustee") which expression shall unless it is repugnant to the subject or context thereof, include its successors and assigns   WHEREAS (i) The Lenders at the request of the Pledgors, have sanctioned various facilities as set out against their respective names in Schedule I hereto (hereinafter collectively referred to as "the Loan" or "the Loans" as the context admits) to Ws. ABC Power Company 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 Borrower") for setting up a……………………of................at…………………… Industrial Development Area District in the State of Maharashtra on the terms and conditions contained in the respective Loan Agreements, Guarantee agreements and Subscription Agreement executed and/or to be executed by and between the Borrower and the Lenders (hereinafter referred to as "the said Agreements"). (ii) One of the conditions in the said. Agreements is that the- said Loan or Loans shall be secured, inter alia, by pledge of shares held by the pledgors in the Borrower. (iii) In pursuance of the said Agreements, the pledgors have agreed to pledge the equity shares more particularly described in the Schedule II hereunder to the Security Trustee for the benefit of the Lenders and have deposited with Security Trustees the certificates relating to the said shares together with the transfer deeds in respect of the said shares and have agreed to execute this Agreement.   NOW THIS DEED WITNESSETH AS FOLLOWS   In consideration of Lenders having sanctioned the said loan or loans to Borrower, the pledgors hereby agree, confirm, undertake and declare as follows:   1. The pledgors hereby confirm that for securing the due repayment of the said loan or loans together with the interest and other moneys payable by the Borrower to Lenders under their respective Loan Agreements, the pledgors have deposited with Security Trustees by way of pledge all the share certificates more particularly described in Schedule-II hereunder written together, with transfer deeds relating to the said shares duly executed by the pledgors.   2. The pledgors as beneficial owners of the said shares hereby charge all the shares  specified in Schedule-II hereto with the repayment of the said Loan or Loans and interest and other moneys payable by the Borrower to the Lenders under said Agreements.   3. The pledgors hereby agree that the Security Trustee may at any time upon the occurrence of an Event of Default under the said Agreements at its sole discretion complete and register the transfers of the said shares or any of them and the pledgors shall execute all such instruments and do all such acts, deeds and things as may be requisite or necessary to enable Security Trustee to do so.     4. The pledgors hereby confirm that the shares described in Schedule-II hereunder are equity shares of nominal value of Rs.10 (Ten) each held by the pledgors in the Borrower and that if any rights shares are issued after the execution of these presents, the pledgors: shall subject to the approval of the concerned authorities being obtained, subscribe to the same and the shares so subscribed as also the bonus shares, if any, issued to the pledgors, shall be pledged to the Security Trustee for the benefit of the Lenders for further securing the repayment by the Borrower of the said Loan or Loans and payment of other moneys to the Lenders.   5 .The pledgors hereby irrevocably authorise Security Trustee to attend any General Meeting of members or meeting of any class of members or meeting of creditors or debenture holders of the Borrower and to exercise the voting rights [upon the occurrence of an Event of Default] in respect of the share described in Schedule- II hereunder in any manner as the Lenders may choose in its absolute discretion in the event of default of the borrower in repayment of principal or interest. To enable the Security Trustee to exercise the voting rights, the pledgors shall register the agreement with the Borrower with the instructions that as and when any intimation is received from the Lenders upon the occurrence of an Event of Default in this behalf, the Security Trustee should be permitted to attend and exercise the voting rights in respect of the said shares on any matter at any meeting of the Borrower. The pledgors shall also arrange with the Borrower for forwarding copies of the notices of the meeting to the Security Trustee as and when such notices are issued to the shareholders. The pledgors shall also furnish a letter from the Borrower confirming the above arrangement.   6. The pledgors hereby agree that if the said Loan and other moneys or any portion thereof remain unpaid to the Lenders in accordance with their said Agreements, then without prejudice to the rights conferred on the Lenders by clause 3 herein, the Lead Institution ay at any time thereafter and without giving any notice to the pledgors, sell the said shares or any of them and apply the proceeds thereof firstly in payment of the costs of the sale, secondly in the payment of any costs incurred by the Lead Institution in connection with the pledge by the pledgors of the said shares and the balance, towards the repayment of the said Loan or Loans and payment of Interest and other moneys. If there is any balance left after such appropriation, the same shall be paid to the pledgors. 7. For giving effect to this Agreement, the pledgors hereby constitute and appoint Lead  Institution as their attorney in their name and on their behalf to execute and do all acts and things and to complete, when required, the transfer of the said shares in favour of Lead Institution or such other person as may be required by Lenders or any one of them ~and also to do all such other acts and things for giving effect to the provisions hereof, and powers reserved to the Lenders.The pledgors hereby agree and undertake to ratify and confirm all and whatsoever the Security Trustee shall lawfully do or cause to be done by virtue of this clause. 8. When the said Loan or Loans and other moneys are recovered or repaid by the Borrower in full, the Lead Institution shall, as far as may be, return the share certificates more particularly described in Schedule II hereto together with the transfer deeds absolutely to the pledgors or, as the case may be, subject to the pledgors obtaining approvals of such authorities as may be necessary, transfer at the cost of the Borrower the said shares to the pledgors. The pledgors will indemnify the Security Trustee against all costs and liabilities, which may be incurred or sustained in respect of the said pledged shares Schedules SCHEDULE I (PARTICULARS OF THE LENDERS AND LOANS) (Rupees in crore) (US $ in Million) Sr. Name of the Lender/address RTIJ FCL FLG Total No.   NCD       1 . The XYZ Finance Company Ltd.           ......................... Mumbai 54.00 54.00 250.00 304.00       (US $) (US $)   2. STP Development Bank Ltd.           .................... Mumbai   35.00 35.00 70.00       (US$) (US $)   3. Power Finance Corporation Limited       272.00   ………………… 212. 60.00         50 (US $)     4.             ABC Finance Corporation Ltd. ....................................... 40.00     40.00 5. AAA Insurance Corporation of India           . ………………… 5.00     5.00   MUMBAI - 400 020         6. BBB Finance & Insurance Co. Ltd.           ........................ Mumbai - 400 001 5.00 -   5.00 -7.  CCC Finance Corporation Ltd.           …………………. 3.00 -   3.00   New Delhi-110002          8. DDD Finance Company Ltd.           .............................. Hyderabad 3.00 -   3.00 9. XXZ Finance & Insurance           Corporation Ltd. 4.00 -   4.00   ...................... Chennai - 600 014         10. ABC Bank           ........................... - 20.00 60-00 80.00   Bangalore   (US $  (US $         5.00) 15.00)   11. DEB Bank           ........................ 35.00 - 13.50 23.50   Mumbai     (US $           3.375)   12.  GHI Bank           .........................   - 24.00 24.00   Mumbai     (US $           6.00)   13.  The JKL Bank Limited           ....................... 20.00   10.00 20.00   Mumbai     (US $           2.50)     TOTAL (in Rupees)           (in US$)               SCHEDULE II Sr. Name of Pledgor Face No. of Equity/ Share Distinctive No.   Value Shares Pref. Certi- No.     of     ficate       Shares     No.   (i) Santex Construction 10 47500000 Equity 12 000000608   Limited         to             238066667 (ii) Santex Investments 10 95000000 Equity 13 238066667   Ltd.         to             323000000 (iii) UVW Power 10 6500000 Equity 16 323000001   Generation Limited         to             350000002  (PARTICULARS OF SHARES)   Testimonium IN WITNESS WHEREOF the pledgors have caused their seal to be affixed hereto on the day, month and year first above written.   Execution The Common Seal of Santex   Construction Ltd., has pursuant   to the Resolution of its Board of   Director passed on ......   hereunto been affixed in the   presence of Mr . ....................   Director, who signed these   presents and Mr ....................   authorised person who has   signed/counter signed the same   in token thereof.   The Common Seal of Santex   INVESTMENTS LTD., has   pursuant to the Resolution of its   Board of Director passed on   ............ hereunto been affixed   in the presence of Mr . ............   Director, who signed these   presents and Mr . ............   authorised person who has   signed/counter signed the same   In token thereof.   The Common Seal of UVW   Power Generation LIMITED,   has pursuant to the Resolution   of its Board of Director passed   on hereunto been affixed   in the presence of Mr ..............   Director, who signed these   presents and Mr . ..................   authorised person who has   signed/countersigned the same   in token thereof.

AFFIDAVIT IN THE HIGH COURT OF.................... I. A. No..................... of 19.................... in  Suit No..................... of 19.................... A. B.................................................. Plaintiff/Applicant versus  C. F........................................ Defendants/Respondents Affidavit of Shri.............. S/o.................... Shri..................... R/o.................. I, the abovenamed deponent do hereby solemnly affirm and submit as under: 1. That I am defendant No. 3 in the above suit and as such conversant with the facts of the case. 2. That I have read the accompanying application and thoroughly understood the contents of the same. 3. That I say that the contents of the said application are true and correct. Deponent  VERIFICATION I, the abovenamed deponent, do hereby verify that the contents of the above affidavit are true and correct. Verified at.................. This.................... day of.................... 19.................... Deponent. case law Order 7 Rule 11 FURNISHING OF SEPARATE PARTICULARS. Where no separate particulars furnished for allegation of undue influence, the petition is liable to be dismissed under Order 7, Rull 111. DEFICIENCY IN COURT FEE. When the lower Appellate Court came to hold that the memorandum of appeal had not been sufficiently stamped, an opportunity should have been given by the court to the appellant to make good the balance court-fee within a time to be indicated2. AN ELECTION PETITION CAN BE SUMMARILY DISMISSED. An election petition can be summarily dismissed if it does not furnish cause of action in exercise of the powers under the Civil Procedure Code3. ELECTION PETITION. Representation of People Act, 1951 — Sections 83 and 123 — Election petition — Allegation of corrupt practice i. e. propagation of a deliberate false statement — Such a corrupt practice must be clearly alleged and cogently established — Evidence on record neither clear-nor cogent nor particulars furnished. Evidence too general to merit any acceptance on such a serious issue — High Court not justified in setting aside the election of a returned candidate on such flimsy, vague and uncertain evidence4. ELECTION PETITION TO CONTAIN CONCISE STATEMENT. An election petition should contain a concise statement of the material facts on which the petitioner relies and also set forth full particulars of corrupt practice including time and place at which the corrupt practice was committed. Failure to furnish such particulars, it was held would render election petition infirm and liable to be dismissed under Order VII Rule 11 C. P. C.5 Order VII — Sections 107 (2) and 109 WHERE APPEAL INSUFFICIENTLY STAMPED. If the appellate court comes to conclusion that appeal had been insufficiently stamped, opportunity should be given to appellant to make good the balance court fee and in case of failure can dismiss it6. EXPRESSION "LAW" — MEANING OF. Expression "Law" in Order 7 Rule 11 Clause (d) will include the law of limitation also7. 1. Lalit Kishore Chaturvedi v. Jagdish Prasad Thada, A. I. R. 1990 S. C. 1731: 1990(1) J. T. 215. 2. Mohammad Mahibulla v. Seth Chaman Lal, A. I. R. 1993 Supreme Court 1241: 1991 (4) J. T. 1: 1991 Supp. (1) S. C. R. 179: 1991 (4) S. C. C. 529. 3. Ashar Hussain v. Rajiv Gandhi, A. I. R. 1986 Supreme Court 1253: 1986 (Supp.) S.C.C. 315. 4. K. V. Narayana Rao and Ors. etc. v. P. Purushotham Rao and Ors. etc., etc., 1992 (3) C. C. C. 825: A. I. R. 1993 S. C. 1698: J. T. 1993(1) S. C. 13: 1993 (2) S. C. J. 293: 1993 (2) S. C. C. (Supp. ) 90. 5. Lalit Kishore Chaturvedi v. Jagdish Prasade Thada, 1990 (Suppl). S. C. C. 248: A. I. R. 1990 S. C. 1731. 6. Mohammed Mahibulla v. Seth Chaman Lal, 1991 (3) C. C. C. 446 (S. C. ). 7. State Bank of India Staff Association v. Popal of Kotex Property, 2001 (4) CCC 46 (Cal.). Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)

DEED OF HYPOTHECMION THIS DEED OF HYPOTHECATION  executed at Mumbai this ..............day of …………..Two thousand and one by ABC POWER GENERATION COMPANY LIMITED, 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 'Borrower which expression shall, unless It be repugnant to the subject or context thereof, include its successors and assigns).   IN FAVOUR OF   THE XYZ FINANCE COMPANY LTD., a Company registered under the Companies Act, 1956. having its Registered Office at Mumbai whose name and address is set out in Schedule I hereto (hereinafter referred to as the "XYZF/"Lender which expression shall include its successors and assigns as the subject or context may require or admit).   WHEREAS   (1) By a Foreign Currency Loan Agreement dated the .............. day of 1998 entered into between the Borrower and XYZF,(hereinafter referred to as the Foreign Currency Loan Agreement").XYZF has agreed. to sanction Foreign Currency Loan to the Borrower to the extent of Rs. 47.00 crore on the terms and conditions contained in the Foreign Currency Loan Agreement as  set out against its name in Schedule I hereto, (hereinafter referred to as "the Loan' or "the Loans' as the subject or context admits).   (2) One of the conditions of the Foreign Currency Loan Agreement is that the Loans together with interest at the agreed rates, liquidated damages, premia on prepayment or on redemption, costs, expenses and other monyes including any increase as a, result of devaluation/revaluation/fluctuation in the foreign currencies involved payable whatsoever, as stipulated in the Foreign Currency. Loan Agreement shall be secured, Inter afia, by a first charge by, way of hypothecation of all the Borrower's movable including movable machinery, machinery spares, tools and accessories, (excluding Borrower's stocks of raw materials, semi-finished, finished goods, consumable stores and book debts) and such other movables present and future on pad passu basis with the other participating Financial Institutions and Banks (referred to as Lenders) under the Foreign Currency Loan Agreement.   (3) XYZF has called upon the Borrower to execute these presents, which the Borrower has agreed to do in the manner hereinafter expressed.   NOW THEREFORE THESE PRESENTS WITNESSETH THAT   1. In pursuance of the Foreign Currency Loan Agreement and in consideration of XYZF having lent and advanced and/or agreed to lend and advance the Loans to the Borrower, for the purposes and subject to the terms and conditions set out in the Foreign Currency Loan Agreement and in consideration of the premises, the Borrower do hereby covenant with XYZF that it shall repay the Loans to XYZF and shall pay all interest at the agreed rates, liquidated damages, premia on prepayment or on redemption, costs, charges and expenses and all other monies as stipulated and In the manner set out in the Foreign Currency Loan Agreement and shall duly observe and perform all the terms and conditions of the Foreign Currency Loan Agreement.   2. In pursuance of the Foreign Currency Loan Agreement and for the consideration aforesaid, the whole of the movable properties of the Borrower including its movable plant and machinery, machinery spares, tools and accessories, (excluding Borrowees stocks of raw materials,  semi-finished, finished goods, consumable stores and book debts) and such other movables both present and future whether installed or not and whether now lying loose or In cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of these presents be brought into or upon or be stored or be in or about all the Borrower's factories, premises and godowns or wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transit or on high seas or on order or delivery (hereinafter collectively referred to as the said Goods") short particulars whereof are given in Schedule II hereto, are hereby hypothecated as and by way of first charge to XYZF as security for and be charged with the repayment/redemption of the Loans and repayment or payment of other monies including all interest, liquidated damages, premia on prepayment or on redemption, costs, charges, expenses and all other monies including any increase as a result of devaluation/revaluation/fluctuation In the foreign currencies involved payable due to XYZF under the Foreign Currency Loan Agreement.   3. In further pursuance of the Foreign Currency Loan Agreement and for the consideration aforesaid, the' Borrower do hereby further agree, declare and covenant with XYZF as follows:  (i) The Borrower shall at its expense keep the said Goods in marketable and good condition and insure the same in the joint names of the Borrower and XYZC as provided in the Foreign Currency Loan Agreement, against any loss or damage by theft, fire, lightning, earthquake, explosion, Hot, strike, civil commotion, storm tempest, flood, marine risk, erection risk, war risk and such other risks as XYZF shall from time  to time require, with an insurance company or  companies. The Borrower shall deliver to XYZF the relevant policies of insurance duly assigned to XYZF and maintain such insurance through out the continuance of the security of these presents and deliver to XYZF the renewal receipts therefor and shall duly and punctually pay all premia and shall not do or suffer to be done or omit to do or be done any act which may invalidate or avoid such insurance. In default XYZF may (but shall not be bound to) keep in good condition and render marketable the said Goods and take out renew such insurance. Any premium paid by XYZF and any costs, charges and expenses incurred by XYZF shall forthwith on receipt of notice of demand be reimbursed to XYZF together with interest thereon at the  appilcable rates for the assistance on the date of the Foreign Currency Loan Agreement, from the date of payment and until such reimbursement by the Borrower, the same shall be debited to the Borrowees Loan Account and be a charge on, the said Goods.   (ii)The nominees 6 f XYZF shall, without any notice and at the risk and expense of the Borrower, be entitled at all times to enter any place where the said Goods may be and inspect, value, insure, superintend the disposal of and take particulars of all or any part of  the said Goods and check any statement, accounts, reports and information.   (iii) In the event of any breach or default by the Borrower in the performance of its obligations, hereunder or any of the terms, covenants, obligations and conditions stipulated in the Foreign Currency Loan Agreement or the related security documents or the deeds executed or that may, hereafter be executed by the Borrower in favour of XYZF, or in the event of, the Borrower failing to pay either the interest or any instalments of the principal of the Loans, or in the , event of the charge, or the, security created in favour of XYZF having become enforceable . for any reason whatsoever, XYZF or their nominees shall, in. case such breach or default is not remedied by the Borrower, to the satisfaction of XYZF within a period of fifteen days from the date of Intimation by XYZF of such breach or default or such extended time as may be granted by XYZF In Writing, without any notice and without assigning any reason and at the risk and expense of the Borrower and if necessary as Attorney for and in the name of the Borrower be  entitled to take charge and/or possession of, seize, recover, remove and-remove them and/or sell by public auction or by private contract, dispatch or consign for realisation or otherwise dispose off or deal with all or any part of the said Goods and to enforce, realise, settle, compromise and deal  with any rights or claims relating thereto, without being bound to exercise any of these powers or be, liable for, any losses in the exercise or non-exercise thereof and without prejudice to XYZFs rights and remedies of suit or otherwise.  Notwithstanding any pending suit or other proceeding, Borrower undertakes to give immediate possession to the nominees XYZF, on demand of the Said Goods and to transfer, and to deliver to XYZF all relative bills contracts securities and documents and the Borrower hereby agrees to accept XYZF's account of sales and realisations as sufficient proof of amounts realised and relative expenses And to pay on demand by XYZF any shortfall or , deficiency thereby shown Provided,  however, that XYZF shall not be in any way liable or responsible for any -loss, damage' or depreciation that the said Goods may suffer ,or sustain, on any Account, whatsoever, whilst the same are in possession of XYZF or by reason of exercise or non-exercise of rights- and remedies ava,ilabI61o XYZF as aforesaid and that all such loss, damage or depreciation shall be wholly debited to the account of the Borrower howsoever the same may have been caused.   (iv)XYZF at any time after the security hereby constituted has become enforceable and whether or not XYZF shall then have entered into or taken possession of and in addition to the powers herein before conferred upon XYZF, after such entry into or taking possession of, may have a receiver or receivers appointed of the said Goods or any part, thereof. The following provisions shall also apply to such Receiver: (a) Unless otherwise directed by XYZF, such Receiver shall have and exercise all powers and authorities vested in XYZF; (b) Such Receiver shall, in the exercise of his powers, authorities and discretions, conform to the  regulation and direction from time to time made and given by XYZF; (c) XYZF may from, time to time fix the remuneration of such Receiver and shall direct payment thereof out, of the said Goods, but the Borrower alone shall be liable for the payment of such remuneration; (d) XYZF may from time to time and at any time require such Receiver to give security for the due performance of Ms duties, as such Receiver and may fix the nature and amount of the security to be given to XYZF, but VZF shall not be bound to require such security In any case; (e) XYZF may pay over such Receiver any monies constituting part of the securities, to the intent that, the same may be applied for the purpose hereof by such Receiver and XYZF may from time to time determine, what funds the Receiver shall be at liberty to keep in hand, With a view to the performance of his duties as such Receiver;  (f) Every such Receiver shall be the agent of the Borrower for all purposes and the Borrower alone shall be responsible for his acts and defaults loss or misconduct and liable on any ,contract or engagement made or entered into by him and for his remuneration and XYZF shall not incur any liability or responsibility therefor by reason of their making or consenting to his appointment as such Receiver. ;   4.All the said Goods and all sale realisations and insurance proceeds thereof and all documents under this security shall always be kept distinguishable and held as the exclusive property of XYZF specifically appropriated to this security and be. dealt with only under the directions of XYZF and the Borrower shall not create any charge, mortgage, lien, or other encumbrance upon or over the same, or any part thereof except in favour of the Lenders nor suffer any such charge, mortgage, lien or other encumbrance or any attachment or distress to affect the same or any part thereof nor do or allow any thing that may prejudice this security and XYZF shall be, at liberty to incur all costs and expenses as may be necessary to preserve this security and to maintain the same undiminished and claim reimbursement thereof as mentioned in sub-clause (1) hereof PROVIDED, that the Borrower may create a second charge over the said goods, as permitted by XYZF in favour of the Commitment Charge Lenders (as defined in the Foreign Currency Loan Agreement). Except to the extent specifically permitted by XYZF, the Borrower shall not sell all or any of the said Goods. The Borrower shall on any and every such sale pay to XYZF, if so required by them, the net proceeds of the sale or disposal in satisfaction, so far as the same shall extend, of the monies, due and payable by the Borrower to XYZF PROVIDED, that the Borrower may without payment to XYZF, if XYZF so agrees, replace the outmoded equipment by equipment of equivalent or greater value.   5. The Borrower shall, whenever required by XYZF, give full particulars to XYZF of all the assets of the Borrower and of the said Goods and shall furnish and verify all statements, reports, returns, certificates and information from time to time and as required by XYZF and make furnish and execute all necessary documents to give effect to this security   6. This security shall be a continuing security for repayment of the Loan together with all interest, liquidated damages, premia on prepayment or on redemption and repayment or payment of all other monies including any increase as a result of devaluation/ revaluation/fluctuation in the foreign currencies involved payable due to XYZF under the Foreign Currency Loan Agreement and these presents, and shall not affect, impair or discharge the liability of the Borrower by winding up (voluntary or otherwise) or by any merger or amalgamation, reconstruction or otherwise of the Borrower with any other Borrower or take-over of the management or nationalisation of the undertaking of the Borrower.   7. The Borrower hereby declares that the said Goods are and will at all times be the absolute property of the Borrower at the sole disposal of the Borrower and subject to the charges created and/or to be created with the specific permission of XYZF be free from any prior charge, ''trust,, pledge, lien, claim or. encumbrance and as to future goods the same shall likewise be the unencumbered, absolute and disposable property of the Borrower with full power of disposition over the same provided that the Borrower may create a second charge over the said goods as permitted by XYZF, in favour of the Commitment Charge. Lenders. Provided further, that the Borrower shall be entitled at all times to sell or dispose off the said goods    8. The Borrower hereby appoints XYZF as its attorney and authorises XYZF to act for and in the name of the Borrower to do whatever the Borrower may be required to do under these presents and generally to use the nameof the Borrower-in the exercise of all or any of the powers by these presents conferred on XYZF, and the Borrower shall bear the expenses that may be incurred in this regard.   9. Nothing herein shall prejudice the rights or remedies of XYZF in respect of any present or future security, guarantee, obligation or decree for any indebtedness or liability of the Borrower to XYZF.   10. The provisions contained herein, shall be read in conjunction with the provisions of. the Foreign Currency Loan Agreement as amended from time to time and to the extent of any inconsistency or repugnancy the latter shall prevail to all intents and purposes                                                                  SCHEDULEI                              PARTICULARS OF LENDER AND LOANS __________________________________________________________________________ Name Amount of Foreign Currency Loan __________________________________________________________________________ The XYZ Finance Company Ltd US$ 8.767  ………………………………..                      Million(Rs.47.00 crore) ……………………………….. Mumbai 400023 ___________________________________________________________________________                                                                                                                                                        SCHEDULEII (SHORT PARTICULARS OF MOVABLEPROPERTIFES) The whole of the movable properties. of the Borrower including its movable plant and machinery, machinery spares, tools and accessories, (save and except Borrower's stocks of raw materials, semi-finished, finished goods, consumable stores and book debts) and such other movables, both, present and future whether installed or not and. whether now, lying loose or in cases or which,, are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought in to or upon or be stored or be in or about all the Borrowers factories, promises and godowns at ………….. IDA, …………..District, in the State of Maharashtra wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transitor on  high seas or on order, or delivery, howsoever and wheresoever in the possession of the Borrower and either by way of substitution or addition.   IN WITNESS WHEREOF  the Borrower has caused its Common Seal to be affixed hereto on the day, month and year first above written.    The Common Seal of ABC POWER GENERATION LIMITED, has pursuant to the Resolution of its Board of Directors passed in that behalf on the day of …………..2000 been hereunto affixed in the presence  of Mr. A Director, of the Borrower and Mr.C  Company Secretary, who have signed these presents in token thereof. Download Word Document In English. (Rs.60/-) Download PDF Document In Hindi. (Rs.60/-)

DEED OF GUARANTEE Download Word Document In English. (Rs.50/-) Download PDF Document In Hindi. (Rs.50/-) THIS DEED OF GUARANTEE  executed at Mumbai this………………. day of………….. 2000 by Santex Constructions Limited, a company registipred under the Companies Act, 1956 and having its Registered Office at"SANTEX PLAZA ………….. Mumbai, in the State of Maharashtra (hereinafter - referred to as "the Guarantor, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns),   IN FAVOUR OF   THE XYZ FINANCE COMPANY LIMITED, a Company registered under Companies Act, 1956 and having its Registered Office at.............................. Mumbai (hereinafter referred to as "Lender ', which expression shall,, unless it be repugnant to the subject or context thereof, include its successors and assigns).   WHEREAS   (1) ABC Power Generation Company Limited, 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 Borrower") has requested the Lender to lend and advance to it a foreign currency loan of US$ 8.767 million equivalent to Rs. 47.00 crores (Forty Seven Crore only) to be issued by the Borrower for its Power Project at………….. Industrial Development Area………….. District, Maharashtra.   (2) The Lender has agreed In principle to provide the Borrower a sum of Foreign Currency Loan of US$ 8.767 Million equivalent to Rs.47.00 crores (hereinafter referred to as "the Loan" or "the Loans" as the context may admit) on the terms and conditions contained in the Foreign Currency Loan Agreement dated entered into between the Borrower and the Lender (hereinafter referred to as "the Loan Agreement").   (3) At the request of the Guarantor, the Lender have agreed to make to the Borrower, disbursement.(s)Anterim disbursement(s) from out of the Loans.   NOW THIS DEED WITNESSETH AS FOLLOWS:   In consideration of the premises, the Guarantor hereby and unconditionally, absolutely and irrevocably guarantee to and agree with the Lender as follows.   1.The Lender shall have the sole discretion (i) to make disbursement(s) and/or interim disbursement(s) to the Borrower from out of the loans and/or, (ii) to lend and advance to the Borrowers Bridge Loans at such time on such conditions and in such manner as the Lender may decide;   2. The Borrower shall duly and punctually repay the Loans together With all  interest, additional interest, liquidated damages, .commitment charges and other moneys including any increase, as a result of devaluation/revaluation/ fluctuations in the foreign currencies involved, payable - in accordance with the Foreign Currency Loan Agreement and perform and comply with all other terms, conditions and covenants contained in the Foreign Currency Loan Agreement   3.In the event of any default on the part of the Borrower in payment/repayment of any of the moneys referred to above or in the event of any default on the part of the borrower to comply with or perform any of the terms, conditions and covenants contained in the Foreign Currency Loan Agreement, the Guarantor shall, upon demand, forthwith pay to the Lender without demur all the amounts payable by the Borrower under the Foreign Currency Loan  Agreement.   4. The Guarantor shall also indemnify and keep the Lender indemnified against all losses,  damages, costs, claims and expenses whatsoever which the Lender may suffer, pay or incur by reason of or in connection with any such default on the part of the Borrower including legal proceedings taken against the Borrower and/or the Guarantor for recovery of the moneys referred to in clause 2 above.   5.The Guarantor hereby agrees that without the concurrence of the Guarantor, the Borrower and the Lender shall be at liberty to vary, alter or modify the terms and conditions of the Foreign   Currency Loan Agreement and of the security created and of the security  documents executed by the Borrower in favour of the Lender and in particular to defer, postpone or revise the repayment of the Loans and/or payment of interest and other moneys payable by the Borrower to the Lender on such terms and 'conditions as may be considered necessary by the Lender including any increase in the rate of interest. The Lender shall also be at liberty to  absolutely dispense with or release all or any of the  security/securities furnished or required to be furnished by the Borrower to the Lender to secure the Loans. The Guarantor agrees that the liability under this Guarantee shall in no manner be affected by any such variations, alternations, modifications, waiver, dispensation with or release of security, and that no further consent of the Guarantor is required for giving effect to any such variation, alteration, modification, waiver dispensation with, or release of security.   6. The Lender shall have full liberty, without notice to the Guarantor and without in any way affecting this guarantee, to exercise at any time and in any manner any power or powers reserved to the Lender under the Foreign Currency Loan Agreement, to eriforte or for bear to enforce payment of the Loans or any part thereof or interest or other moneys due to the Lender from the Borrower or any of the remedies or securities available to the Lender, to enter into any composition or compound with or to grant time or any other indulgence or facility to the Borrower AND the Guarantor shall not be released by the exercise by the Lender of their liberty, in regard to the matters referr6d to above or by any act or omission on the part of the Lender or by any- other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of so releasing the Guarantor AND the Guarantor hereby waives in favour of the Lender so far as may be necessary to give effect to any of the provisions of this Guarantee, all the surety-ship and other rights which the Guarantor might otherwise be entitled to enforce.   7.This Guarantee shall be enforceable against the Guarantor notwithstanding that any security or securities comprised in any instrument(s) executed or to be executed by the Borrower in favour of the Lender shall, at the time when the proceedings are taken against the Guarantor . on this Guarantee, be outstanding or unrealised or lost.   8.The Guarantor hereby agrees and gives consent to the sale, mortgage on prior, pad passu or second charge basis, release, etc., of any of the assets by the Borrower from time to time as may be approved by the Lender or the transfer of any of the assets of the Borrower from one unit to the other or to the release or leasing out by the Lender any or whole of the assets charged to the Lender on such terms and conditions as the Lender may deem fit and ihis may be treated as a standing and continuing consent for each and every individual act of transfer, mortgage, release or lease of any such assets of the Borrower. The Guarantor hereby declares and agrees that no separate consent for each such transfer, mortgage, release or lease of any of such assets would be necessary in future.   9. The Guarantor hereby agrees and declares that the Borrower will be free to avail of further loans or other facilities from the Lender or any other financial Institution or bank in addition to the Loans and/or to secure the same during the subsistence of his guarantee  and in that event the guarantee herein contained will not be affected or vitiated in any way whatsoever but will remain in full force and effect and binding on the Guarantor.   10. The rights of the Lender against the Guarantor shall remain in full force and effect  notwithstanding any arrangement which may bereached between the Lender and the other Guarantor, if any, or notwithstanding the release of that other or others from liability and notwithstanding that any time hereafter the other Guarantor may cease for any reason whatsoever to be liable to the Lender, the Lender shall be at liberty to require the performance by the Guarantor of their obligations hereunder to the same extent in all respects as If the Guarantor had at all times been solely liable to perform the said obligations   11. To give effect to this Guarantee, the Lender may act as though the Guarantor was the  principal debtor to the Lender.       12.The Guarantor hereby agrees and declares that it has not received and shall not, without the prior consent in writing of the Lender receive any security or commission from the Borrower for giving this guarantee, so long as any moneys remain due and payable by the Borrower to the Lender under the Foreign Currency Loan Agreement.     13.The Guarantor shall not in the event of the liquidation of the Borrower. prove in competition with the Lender in the liquidation proceedings.     14. A certificate in writing signed by a duly authorised official of the Lender shall be conclusive evidence against the Guarantor of the amount for the time being due to the Lender from the Borrower in any action or proceeding brought on this Guarantee against the Guarantor.   15.This Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled with the Lender by the Borrower and shall be valid and binding on the Guarantor and operative until repayment in full of all moneys due to the Lender under the Foreign Currency Loan Agreement.   16.This Guarantee shall be irrevocable and the obligations of the Guarantor hereunder shall not be conditional on the receipt of any prior notice by the Guarantor or by the Borrower and the demand or notice by the Lender, as provided in clause 20 hereof shall be sufficient notice to or demand on the Guarantor.   17. The liability of the Guarantor under this Guarantee shall not be affected by  (i) any change in the constitution or winding up of the Borrower or any absorption, merger or amalgamation of the Borrower with any other company,. corporation or concern; or (ii) any change in the management of the Borrower or takeover of the management of the Borrower by Central or State Government or by any other authority; or (iii) acquisition or nationalisation of the Borrower and/or of any of its undertaking(s) pursuant to any law; or (iv)              any change in the constitution of the Lender; or  (v)                any change in the setup of the. Guarantor which may be, by way of change in the constitution, winding up voluntary or otherwise absorption, merger or amalgamation or otherwise; or (vi) the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/or Indemnities or any irregularity in the exercise of such power.   18.This Guarantee shall be a continuing one and shall remain in full force and effect till such time the Borrower repays in full the Loans together with all interest, liquidated damages, commitment charges, costs, charges and all other moneys including any increase as a result of devaluation/revaluation fluctuation In the foreign currencies involved payable by the Borrower to the Lender under the Foreign Currency Loan Agreement.   19.The liability of the Guarantor hereunder shall not exceed the sum of US$ 8.767 million  equivalent to Rs.47.00 crores (Rupees Forty Seven crore only) plus all interest, liquidated damages commitment charges, costs, charges and other moneys Including any increase as a result of devaluation/revaluation fluctuation in the foreign currencies involved payable by the Borrower, to ft Lender under the Foreign Currency Loan Agreement   20.Any demand for payment or notice under this Guarantee shall be sufficiently given If sent by post to or left at the last known address of the Guarantor or its successors or assigns as the case may be, such demand given by post, and no period of limitation shall commence to run in favour of the Guarantor, until. after demand for payment in writing shall have been made or given as aforesaid and in proving such notice when sent by post, it shall be sufficiently proved that the envelope containing the, notice was posted and a certificate by any of the responsible office of the Lender that to the best of his  knowledge and belief, the envelope containing the said notice was so posted shall be conclusive as against the Guarantor, even demand or notice is to be made or given, and shall be assumed to have reached the addressee in the course of post, if though it was returned unseeved on account of refusal of the Guarantor or otherwise.     IN WITNESS WHEREOF  Santex Constructions Limited, has caused its Common Seal to be affixed to these presents on the day and year first hereinabove written.   The COMMON SEAL OF Santex Constructions Limited has pursuant to the Resolution of its Board of Directors passed in that behalf on……………..2000 hereunto been affixed in the presence of Mr. A, Director, who has signed these presents in token thereof and Mr. B. Managing Director, Mr. C Authorised Person who have countersigned the same in token thereof

PROJECT AGREEMENT FOR THE CONSTRUCTION OF A BRIDGE Download Word Document In English. (Rs.50/-) Download PDF Document In Hindi. (Rs.50/-) THIS AGREEMENT  made at……………..on this……………..day of........... 2000 between the Governor of 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 includes its Successors and Assigns) of the ONE PART, Modern Project Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at……………..(hereinafter referred to as the "Project Company" which expression shall, unless repugnant to the context or meaning thereof, be deemed to includes its Successors and Assigns) of the SECOND PART and THE XYZ FINANCE COMPANY LIMITED, a company registered under the Companies Act, 1956 and having its registered off ice at “……………..Delhi (hereinafter referred to as "XYZ" or "Lender"which expression shall, unless it be repugnant to the subject or context  thereof, include its successors and assigns). of the THIRD PART;   WHEREAS  the Government has developed a new sub-urban known as New Delhi to reduce the population, congestion and pollution in the Metropolitan city of Delhi;   AND WHEREAS  there is a sea between Delhi and New Delhi and there is only a big bridge connecting the Delhi with New Delhi;   AND WHEREAS  due to passage of time, and due to development of office complexes and residential colonies in New Delhi, the traffic between Delhi and New Delhi has increased many folds and it is not possible for the entire traffic to pass through one bridge and on many occasions, there is big traffic jams for hours on the bridge;   AND WHEREAS  it has become necessary that one or two more bridges may be constructed over the sea connecting Delhi to New Delhi and therefore the Government has decided to get the bridge constructed through private entrepreneurs who can construct the said bridge through its own sources and managing finances through Development Banks and then operate the said bridge and recover its expenses and costs for the construction of the bridge by collecting toll tax from the vehicles passing through the said bridge and thereafter transfer the said bridge to the Government after the recovery of the costs, expenses with interest and profits;   AND WHEREAS  for the said purpose the Government invited tenders from various big entrepreneurs and contractors who can construct the said bridge over the sea connecting Delhi with New Delhi and after negotiations and discussions, the Government has agreed to award the work of construction and operation of the said bridge to the Project Company on the terms and conditions hereinafter contained;   AND WHEREAS  the Lender has agreed to provide finance of Rs. 15 crore to the  Project Company for construction of the said bridge and the said Lender has desired to join the Agreement between the Government and the Project Company as Lender for securing its dues;     NOW THEREFORE THESE PRESENTS WITNESS AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:    In consideration of the Government granting land and right to construct and operate the bridge at the site mentioned in ScheduleI connecting Delhi to New Delhi,   hereinafter referred to as the "said bridge" and subject to the terms and conditions and in the manner set forth in this agreement, the Project Company shall execute and complete the said project in accordance with the terms, specifications and amenities set out in Annexure I hereunder written.     2.1 The Government represents and declares that it has already acquired the land admeasuring……………..Sq. Meters for construction of the said bridge and the said land is in its possession from the date of acquisition of the said land. The Government hereby agrees that it will handover the possession of the land at site to the representatives of the Project Company for construction of the said bridge. The Government will also handover the land admeasuring……………..Sq. Meters at both sides of the proposed bridges for construction of the site office and huts for the labourers of the Project Company. The Government hereby declares that (/) the said land which is proposed to be handed over to the Project Company is clear, vacant, and without any encumbrances on the same. If any huts/encroachments are found on the said land, the government will clear the land in all respects, and handover the vacant and peaceful possession to the Project Company for construction of the said bridge (ii) the said land has been tested by undertaking soil tests from M/s……………..Soil Consultants and the said land is fit for construction of the bridge (iii) it has no objection, if the Project Company mortgages the said land with the bridge constructed thereon in favour of the lender for securing the loan amount for the construction of the bridge and the Government will also join as confirming party to the Mortgage deed or any other security documents in favour of the said lender if required. The detailed description of the land to be handed over to the Project Company is given in the Schedule II to this Agreement. The Government agrees that on completion of the said bridge, it will transfer the said land to the Project Company as lessee for a period of years on the terms and conditions set out in the Annexure 11 herein written   2.2 The Government grants the rights to the Project Company to construct the pillars of the said bridge in the sea and for that purpose do any act in the sea. The Government declares and represents that the Central Government, State Government, local or statutory authority will not interfere or stop the Project Company from undertaking the pillars or other construction in the sea for the construction of the said bridge. If the Central Government, State Government, Local or statutory authority interferes or demands any tax, cess, levy, charge or any other cost for undertaking the work in the sea, the State Government will get the problem sorted out of the Project Company from the said authority and if any tax, cess, levy, charge or any other cost is demanded by any authority to undertake the work in the sea, the said tax, cess, levy, charge or any other cost will be reimbursed by the Government on production of receipt for the payment of the same.   3.1 M/s……………..Architects shall be the Architect for the said project, who shall prepare all the necessary site plans, lay out and designs in relation to the said project and supervise the said project in accordance with the terms, specifications and standards and render all services for completing the said project and obtain all the necessary  completion and occupation certificates from the concerned authorities for the said project and the Project Company will pay professional fees of the architect   3.2 M/s……………..will be the RCC consultants for the project and the Project Company will pay their professional fees to them in accordance with the terms and conditions settled between the RCC consultants and the project company.   3.3 The Project company will get the site plans for the said project prepared by the Architects and necessary RCC designs by RCC consultants in consultation with and subject to final approval of the Government and get the site plans approved by the concerned authorities at their own cost. However during the execution of the said project, the Government may require the Project Company to make such changes, alterations or modifications in the said plans and the Project company shall get the said alterations or changes duly approved by the local authority or such other authority at their own cost and execute the said alterations, changes or modifications.   3.4 The cost of the entire project is Rs ……………..crores and it is expressly agreed by and between the parties that the project cost shall be inclusive of the cost of the  following works:  (a) Preparation of site plans, architectural, structural and service drawing and obtaining permission for the same from the Municipal Corporation or any other local or statutory authority; (b) Civil works, including chiseling of earth and construction of pillars; (c) Finishing, painting and completion of the construction (d) Fees of the Architects, RCC consultants and other consultants; (e) Wages for labour, cost of technical supervision for execution of the construction work and all other incidental expenses relating to the execution of the said project; (f) All other items of work and amenities as per the Second Schedule.   3.5 The Government shall be entitled to appoint its own engineer who is referred to herein as "Government Engineer" to Supervise the progress of the work and inspect the material and workmanship used in the construction work. The said Government Engineer shall be authorized to issue written instructions, details, directions and explanations to the Project Company relating to the following: (a) Variation, and/or modification of the design, quality or quantity of work or the addition, omissions or substitution of any work; (b) Removal of any sub-standard material that does not comply with the specifications from the site and to bring the proper material in substitution; (c) Removal and/or re-execution of any work executed by the Project Company; (d) Dismissal of any person employed by the Project Company from the works; (e) Opening up of any works covered up for inspection; (f) Discrepancy in the drawings between the schedule of quantities and/or drawings and/or specifications (g) Amending and making good of any defects. The Project Company shall comply with and carry out the Government Engineer's instructions.   3.6 The Project company shall procure all the equipments and material required for the construction of the said project including sand, cement and steel. However the Government shall co-operate with the Project Company by making applications to the concerned authorities for allotment of commodities like cement, steel, etc. if required. If any equipment or material is to be imported for the construction of the said bridge, the Government will help the Project Company for getting the permission from the Government of India/Reserve Bank of India or any other statutory authority for the same.   3.7 The Project Company shall ensure that during the construction of the bridge, there may be minimum disruption to users of the road near the site of the construction.   3.8 The Project company shall complete the said project within........................ months from the execution of these presents, with the material of best quality and in most  substantial and workman like manner and to the satisfaction of the Architect and Government's Engineer and shall abide by the true intent and manner of description, specifications, terms and conditions hereto annexed.   3.9 The Project company shall obtain from the Central or State Government, local or statutory authorities all the licences or permissions required for the construction of the bridge and ensure that all the licences/permits may be renewed and all the terms/conditions laid down in the licences/permits are complied with.   3.10 The Project Company shall also ensure the compliance of the laws, rules, bye-laws and instructions issued by the Government, local or statutory authority in execution of the said project including the labour laws and laws relating to environment.   3.11 The Government shall conduct test from the laboratories mentioned in the Schedule III before issue of acceptance certificate to the Project Company. The Project Company shall give notice to the Government about the completion of the construction work of the project and thereafter the Government shall fix a date for conducting test of various items and for that purpose call the representatives of various laboratories to 'the site and take the samples of the construction material from the site in the presence of representatives of Project Company and the Government. On the date of testing, the representatives of laboratories will come to site and collect the sample of the material as required by them in the presence of the representatives of Government and Project Company. The representatives of Laboratories and Project company shall sign the Memorandum of Sample of the material from the construction site. The project will be inspected and measured jointly by the representatives of the Project Company and the government to ensure that the work has been executed in accordance with the specifications, standards and  easurements stated in this agreements and instructions issued by the Architect and RCC Consultant. After the receipt of the report from laboratories, the Government Engineer will issue Certificate of Completion of the Project under his signature with date of issue of the said certificate. If any defect, deficiency or shortcoming is found during the joint inspection of the project or in the report of the laboratories, the Government will intimate the same to the Project Company alongwith the instruction for the rectification of the same, and on receipt of such instructions the Project Company shall immediately rectify such defect, deficiency or shortcoming found. On rectification of such defect, deficiency or shortcoming, the Project company shall intimate to the Government who shall conduct inspection and arrangement for testing of material through laboratories. However the issue of Certificate of Completion of the Project will not relieve the Project Company of responsibility for defects in the construction work.   3.12 The Project Company shall be liable for the payment of all material purchased by it for the construction of the project and the wages of all employees, workmen or staff employed by it for the completion of the said project or for payment to any sub-contractors employed by it, compensation for any injury to person, animals or things which may arise from the operation or neglect of the Project company or their employees, sub-contractors or their employees, whether such injury or damages arise from carelessness, accident or other cause whatsoever, in any way connected with the carrying out of construction of the project and the Government will not be liable for any payment in this regard. The Project Company shall indemnify and keep the Government, its successors and Assigns indemnified from and against all claims, demands, actions, proceedings, losses, damages, recoveries, judgments, costs, charges and expenses which may be made or brought or commenced against the government or which the Government may or may have to bear, pay or suffer, directly or indirectly from the execution of the said project by the said Project Company   3.13 The Project company shall not without written consent of the Government, assign the contract of construction of the project to any other person. However the Project company may appoint subcontractors for completion of specified jobs without any written consent from the Government.   3.14 The Project Company shall furnish performance guarantee for a sum of Rs . …………….. from some scheduled Bank guaranteeing the completion of the project. If the Project Company fails to complete the project within the stipulated period, the government will be entitled to demand the amount of performance guarantee from the bank furnishing the said performance guarantee. In case the delay is caused owing to acts or omission of the Government, the Government will allow the extension of period of the concession to compensate the delay.   3.15 If an order for compulsory winding up is made against the Project Company or if the Project Company passes a resolution for winding up voluntarily or subject to the supervision of the Court and the official liquidator has been appointed in such acts of winding up as the case may be, or if the Project Company shall suffer execution or other process of court attaching property to be issued against the Project Company or shall suffer any payment under this Agreement to be attached by or on behalf of any creditors of the Project Company or shall assign or sublet this agreement without the consent in writing of the government first hand and obtained, or shall charge, encumber this agreement or any payments due or which may become due to the Project Company hereunder except the Lender; or if the Architect shall certify in writing to the Government that the Project Company has abandoned the work or have failed to commence the works or have suspended the progress of the works for fourteen days, without any lawful excuse or have failed to proceed with the works with due diligence and failed to make such due progress, as would enable the works to be completed within the stipulated time or have failed to remove the materials from the site or pull down and replace work for seven days after receiving from the Architects or Government Engineer written notice that the said material or work is defective or not according to specifications or have neglected or failed persistently to observe and perform all or any of the acts, matters or things by this agreement to be observed and performed by the Project Company requiring them to observe or perform the same, then the Government may determine the contract after giving fifteen days notice in writing to the Project Company. However on such termination of the contract, the powers of the Architect or the obligations and liabilities of the Project Company shall not be affected and shall continue in full force, as fully as if the contract had not been so determined. And the Government by its servants or agents may enter upon and take possession of the works and all material, tools, scaffoldings, sheds, machinery, etc. lying upon the site or the adjoining lands or roads and use the same as their own property or may employ the same in carrying out and completing the works by employing any other Project Company or other person or persons employed for completing the works or using the material and tools for the works. The Architect shall ascertain and certify in writing the value of the work undertaken by the Project Company and the value of material and tools so taken possession of by the Government and the expenses or loss which the Government has been put to in procuring the works to be completed and the amount which shall be so certified, shall become payable by the Government and the Government may handover the work of the project to any other Entrepreneur or other Project Company, who shall make the payment to the Project company on the terms and conditions to be agreed by the other project company, government and the present Project Company.   3.16 In case any dispute or difference arises between the parties, whether in respect of specifications, designs, drawings and instructions mentioned in these presents, as to the quality of material used or the quantity of workmanship or in respect of alterations suggested by the Government or Architect or extra work required to be done or executed or in respect of measurements of work done or otherwise concerning the work or the execution, or failure to execute the same, whether arising during the progress of the work or after the abandonment thereof shall be referred to arbitration and final award of a single arbitrator, if the parties thereto agree in writing (failing which to two arbitrators, one to be appointed by each party) on a reference made to him by any of the parties by notice in writing, a copy whereof shall be sent to the other party. The said notice shall specify the matters which are in dispute or difference and such matters only and no others will be referred to arbitration. The Arbitrators shall appoint Presiding Arbitrator before entering upon the reference. The parties shall produce before the arbitrator/arbitrators all books deeds, papers, accounts, vouchers, site plans, drawings and documents within their possession or control which the arbitrator or arbitrators as the case may be, may require and call for in his or their judgment relating to the matters referred to arbitrator/arbitrators. If any party neglects or refuses to attend on the reference, without having sufficient cause shown to the said arbitrator or arbitrators, the arbitrator or arbitrators shall be at liberty to proceed ex parte. If during the arbitration proceeding, any arbitrator dies or becomes unable to act or refuses to act, the party who had nominated him, shall appoint another arbitrator to fill up vacancy within one week of such event. If no arbitrator is appointed in his place, the remaining arbitrator shall become the sole arbitrator and shall adjudicate upon the disputes referred to arbitration. The arbitrator or arbitrators as the case may be, shall record proceedings in English, a carbon copy whereof shall be furnished to each party free of cost. The parties shall provide necessary secretarial assistance to the arbitrator or arbitrators. The proceedings of the arbitration shall be held in……………..the rent whereof shall be borne by the parties equally. The arbitrator or arbitrators as the case may be, shall be entitled to consult any expert, after previous notice to the parties, the cost whereof shall be borne by the parties equally. The arbitrator or arbitrators as the case may be, shall give his or their award within six months from the date of entering upon the reference or such further extended time as may be decided by them. This reference to arbitrator shall be deemed to a submission to arbitrator within the meaning of Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or arbitrators as the case may be, shall be final, conclusive and binding. The parties agree that arbitration under this clause is a condition precedent before any suit for the enforcement of any right under these presents can be brought in any Court. If any question, dispute or difference is referred to arbitration, the Project Company shall not delay or stop the work but shall proceed with the works with due diligence and the Project Company shall not be relieved from their obligations, unless the Government's Engineer gives a certificate of completion of the work.    3.17 After the completion of the work of the project, the Project Company will demolish the site office and huts constructed near the site for workmen and remove the material lying on the said land roads, adjoining plots or near the said land. The Project Company shall be responsible for clearance of the site after completion of the work.   3.18 The Project Company shall within one week from the date of commencement of the works, insure the works and keep them insured until the project is completed in all respects against loss or damages by fire, earthquake, flood, cyclone, etc. with an insurer in the joint names of the Government, Project Company and the lender for the full amount of the contract and for any further sum, if called upon to do so by the Government. The Project Company shall deposit the insurance policy and receipts for the premia with the Government within fourteen days from the commencement of the works, unless otherwise instructed by the Government. In case the Project Company fails to insure as provided above, the Government may so insure the works and may recover the premium paid from the Project Company.   4.1 After the issue of Certificate of completion of the Project by the Government's Engineer, the Project Company shall commence the operation and maintenance of the contract. The Project Company may assign the right to maintain and operate the project to any other person or company with the prior consent of the Government in writing. The Government may accord its consent to the transfer either without any condition or subject to terms/conditions laid down in the said consent letter.   4.2 The Government hereby grants concession/licence to the Project Company to collect toll from all the vehicles passing through the said bridge for a period of…………….from the commencement of operation of the project for recovery of its costs and expenses incurred by it on the construction of the said bridge along with interest and profits  thereon. The toll structure will be decided on the basis of formula given in Schedule III to this agreement. The Government hereby undertakes and confirms that this concession/licence granted to the Project Company shall not be cancelled or suspended under any circumstances except in accordance with the terms of these presents.   4.3 The Project company shall maintain an account of collection of toll regularly and will adjust 60% of the toll collected towards the adjustment of the costs and expenses incurred by it on the construction of the said bridge along with interest and profits thereon and if the total amount spent by the Project Company is not been able to be adjusted during the……………..year period from the commencement of operation of the project, the Project Company may furnish a proposal for extension of concession period along with the copy of the accounts for the entire period and the Government will decide on the proposal and advise the Project Company as to whether the Government has decided to grant concession period granted to it for collection of toll or not. The Government in its decision in this regard shall specify the reasons for rejecting the proposal of the Project Company and the decision of the Government in this regard shall be final and binding on the Project Company.   4.4 During the operation period, the Project Company shall maintain the bridge properly, so that there may not be any damage to the bridge due to normal wear and tear or by use of the said bridge by the motorist and other users. The Government's Engineer will have the right to inspect the bridge during the operation period and if any defect or shortcoming be found by the Government's Engineer in the maintenance of the bridge by the Project Company, the Government's Engineer may issue instructions to the Project Company the manner in which the bridge should be maintained and to do certain act or thing for the proper maintenance of the bridge and the Project Company shall be bound to comply with such instructions issued by the Government's Engineer.   5.1 After the expiry of the concession period, the Project Company shall transfer the entire project along with the lease hold rights to the Government. At the time of transfer of the said bridge, the Project Company shall    (a) deliver all the plans, detailed drawings including Architecture and RCC drawings and specifications of the project to the Government; (b) warrant and give guarantee that the bridge is in a good condition, has been properly maintained and meet the minimum construction and performance standards required by the Project Agreement; (c) deliver the accounts of the collection of toll during the entire operation period; (d)assign the contracts/warranties available in respect of the project, at the time of the transfer in favour of the Government   5.2 The cost relating to transfer of the project to the government including stamp duty, registration charges, fees for new licences/permits, employee termination cost and legal fee, etc. at the end of concession/licence period will be borne by the Government.   5.3 The Project Company shall while transferring the bridge shall handover the physical possession of the bridge to the representatives of the Government along with the execution of transfer deed in favour of the Government.   6 All the material, equipment, works, amounts payable under these presents shall be subject to lien of the Lender. After the completion of the project, and during the operation period, the toll collected by the Project Company shall be shared by the Project company with the Lender in accordance with the terms and conditions of the agreement proposed to be executed between the Lender and the Project Company. In case the Project Company fails to pay the required portion of the toll collected by it, the Lender may be entitled to take over the operation of the project itself through its representatives and in order to ensure that each and every part of this clause shall be carried out by the Project Company, the Project Company hereby grants to the Lender in accordance with section 10 of the Power of Attorney Act, 1971 the power to take as the Project Company's Attorney any action necessary to ensure the Project company's compliance with this clause.   7.1The Government agrees and undertakes that it will not award any project, which may compete with the Project Company for the license period granted to the Project Company. However if due to some abnormal circumstances, it appears to the Government that the traffic from Delhi to New Delhi has increased to that extent that it has become necessary for it to provide new bridge on the sea, the Government will advise the Project Company and offer the construction of new bridge to the Project Company and in case the Project Company does not accept the offer of construction of new bridge, the said work will be awarded to any other company on the terms/conditions acceptable to the Project Company.   7.2 The Government agrees and undertakes that it will ensure that the construction of the project be protected from any laws, which may be passed in future.   7.3 The Government and Project Company agree that the information and technology of the parties to this agreement relating to the project including drawings, designs,  pecifications and standards of the project may be kept confidential and may not be disclosed to any party, except compelled by law.   7.4 The Government and the Project Company will co-operate with each other in execution of the project work, so that the work relating to construction, operation and maintenance of the project may be executed properly and without any hindrance.   7.5 The parties shall not be responsible for failure to perform the obligations under these  presents due to force majeure, which shall include but not to be limited to fires, floods, riots, strikes, labour disputes, freight embargo, or transportation delays, shortage of labour, inability to secure material, equipment or on account of shortage thereof, or any other cause, all of which shall be beyond the reasonable control of such party. If force majeure shall occur, the affected party shall promptly give notice thereof to the other party, and use best efforts to cure or correct such event of force majeure. In the event of force majeure shall continue for a period of six months, either party shall have the right to terminate this agreement.   7.6 This agreement may be amended only by a writing signed by the duly authorized  representatives of both parties and specifically referring to itself as amendment to this agreement.   7.7 Notices and other communications under this agreement shall be in writing addressed as indicated in the description of the parties herein or as either party may request in writing and the effective date of each is the date of its prepaid deposit in the mail for dispatch by air orsuch service properly addressed. Any notice sent by cable, telex or facsimile shall be   deemed to have been served on the next day following the date of dispatch thereof.   7.8 Any relaxation, forbearance, delay or indulgence on the part of any party in enforcing any of the terms and conditions of this agreement or the granting of time by any party to the other party shall not prejudice, affect or restrict the rights of that party hereunder nor shall any waiver by any party of any breach hereof operate as a waiver of any subsequent or any continuing breach hereof.   7.9 It is hereby agreed between the parties that the time is the essence of this agreement.   7.10 This agreement shall be executed in Triplicate. The original shall be retained by the Project Company, the duplicate by the Government and the triplicate by the Lender.   7.11 The stamp duty and all other expenses in respect of this agreement and duplicate thereof shall be borne and paid by the Project Company   7.12 The headings of the clauses of this agreement are meant only for convenience of reference and shall not in any way be taken into account in the interpretation of these presents, IN WITNESS WHEREOF the parties hereto have executed these presents and duplicate copy thereof on the day and year hereinabove written. The Schedules above referred to 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.   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 ABC Finance Company Ltd. by the hands of Shri ……………..Managing Director thereof In the presence of 1 . 2.

FOREIGN CURRENCY LOAN AGREEMENT   Download Word Document In English. (Rs.50/-) Download PDF Document In Hindi. (Rs.50/-) THIS FOREIGN CURRENCY LOAN AGREEMENT  ("Agreement") made at Delhi on this the…………….day of …………….Two thousand and one between ABC Power Generation Limited, a company registered under the Companies Act, 1956 (Act 1 of 1956) and having its registered office at…………….Delhi, 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); AND   THE XYZ FINANCE COMPANY LIMITED , a company registered under the Companies Act, 1956 and having its registered office at ...................................... Delhi (hereinafter referred to as "XYZ" or "Lender" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns).   ARTICLE 1: DEFINITIONS   1.1 The following terms shall have the following meanings:   1. "ABC FC Loan Agreement"  shall mean the agreement entered into or to be entered into in respect of the ABC Bank foreign currency loan.   2. "Commitment Charge Lender(s)"  shall mean the lender(s) providing fund based or non-fund based finance for Commitment Charges under the Fuel Supply Agreement.   3. "Counter Guarantors"  shall mean DEF Bank, GHI Bank and The JKL Bank Limited.   4. "Due Date"  shall mean, in respect of:   an instalment of principal, the date on which the instalment falls due as stipulated in Schedule VI hereto; and   II. interest, the date on which interest falls due as stipulated in Schedule V hereto.   5. "Effluent Discharge Agreement" shall mean the agreement entered into between the Borrower and the Government of Maharashtra, dated January 23, 2000.   6. "EPC Contracts" shall mean the agreements entered into by the Borrower in respect of engineering, procurement and construction of the power plant.   7. "Escrow Agreement" shall mean the agreement, dated 27th July, 2000 entered into between Maharashtra State Electricity Board (MSEB), the Borrower and MNO Bank.   8. "FC Lenders"  shall mean the Lender, the Power Finance Corporation Limited, the STR Development Bank and the ABC Bank . …………….Branch.   9. "FC Loans" shall mean the amounts of various foreign currencies specified in this Agreement, the STR FC Loan Agreement, the PFC FC Loan Agreement and the ABC FC Loan Agreement or their equivalents in other foreign currencies used for their purchase, agreed to be provided by the FC Lenders for the Project or as the context requires.   10. "Financing Plan" means the financing plan as described in Schedule III hereto.   11. "Fuel Supply Agreement" shall mean the agreement entered into between the Borrower and……………. Petroleum Corporation Limited, dated January 19, 2000.   12. "GOM Guarantee" shall mean the Guarantee executed by the Government of Maharashtra in favour of the Borrower dated August 7, 2000 with respect to the obligations of MSEB under the Power Purchase Agreement, dated March 31, 1999 and amendment thereof, dated October 9, 2000.   13. "General Conditions" shall mean the General Conditions No. GC-FC-1-88 applicable to foreign currency loans provided by financial institutions as amended and attached herewith to this Agreement.   14. "Guarantor" or "Guarantors"  shall mean the XYZ Finance Company Ltd., the STR Development Bank and the ABC Bank.   15. "STR FC Loan" shall mean the foreign currency loan availed or to be availed by the Borrower pursuant to The STR Development Bank Foreign Currency Loan Agreement.   16. "STR FC Loan Agreement" shall mean the agreement entered into or to be entered into in respect of The STR Development Bank Foreign Currency Loan.   17. "FC Loan" shall mean the foreign currency loan availed or to be availed by the Borrower pursuant to this Agreement.   18. "ADIS" shall mean The Asian Development Bank, which has agreed to provide a foreign currency loan to the extent of US Dollar 89,750 Million to the Borrower.   19. "Lead Institution"  shall mean the XYZ Finance Company Limited designated by the Lenders and the Commitment Charge Lenders to the Project as their attorney.   20. "Lenders"  shall mean the Rupee Lenders, the FC Lenders, Guarantors, the Counter Guarantors, the Working Capital Lender(s) and the Commitment Charge Lenders.   21. "Loans" shall mean the loans, subscription to NCDs, and/or guarantees availed by the Borrower from FC Lenders, Rupee Lenders, Guarantors, Counter Guarantors, Working Capital Lender(s) and Commitment Charge Lenders.   22. "Operations and Maintenance Agreement" shall mean the agreement dated 6th October, 1997 (as amended by amendment, dated May 29, 2000) entered into between the Borrower and UVW Generation Company Limited.   23. "PFC FC Loan" shall mean the foreign currency loan availed or to be availed by the Borrower pursuant to the PFC FC Loan Agreement.   24. "PFC FC Loan Agreement" shall mean the agreement entered into or to be entered into in respect of the PFC FC Loan.   25. "Power Purchase Agreement" shall mean the agreement, dated 31st March, 1999 entered into between the Borrower and MSEB for purchase of electricity generated by the Project.   26. "Project"  means the Project to be financed as described in Schedule 11 hereto.   27. "Project Contracts" shall mean each of the following agreements:   (a) Power Purchase Agreement; (b) GOAP Guarantee; (c) EPC Contracts; (d) Operation and Maintenance Agreement; (e) Escrow Agreement; (f) Fuel Supply Agreement; (g) Water Supply Agreement; (h) Effluent Discharge Agreement; and (i) Such other contracts, deeds and documents that are entered into and to be entered into by the Borrower in respect of the Project.   28. "Promoters" shall mean Santex Construction Limited, Santex Industries Limited, Santex Investments Limited and UVW Power Generation Company Limited/XYZ Power Co. Limited.   29. "Receivables" shall mean all monies due and to become due to the Borrower at any time including, without limitation, all proceeds of disbursements of the Lenders, subscriptions for shares in the share capital of the Borrower, working capital, cash credit and instruments of similar nature, monies due or to become due to the Borrower under the Project Contracts, and under all performance bonds, letters of credit and instruments of a similar nature issued in its favour in respect of the Project except the refund of Commitment Charges by Hindustan Petroleum Corporation Limited pursuant to the Fuel Supply Agreement.   30. "Rupee Loans" means the loans agreed to be provided by, or non-convertible debentures subscribed by, the Rupee Lenders.   31. "Rupee Lenders" shall mean the XYZ Finance Company Limited, DEF Bank, AAA Insurance and Finance Company Ltd., BBB Insurance Company Ltd., Power Finance Corporation of India and The JKL Bank Limited.   32. "Security" shall mean the security created in favour of the Security Trustee/Lead Institution under Article III of this Agreement.   33. "Security Documents" shall mean the agreements entered into or to be entered into between the Borrower and the Security Trustee for creation of Security.   34. "Security Trustee" shall mean the XYZ Finance Company Limited, the Lead Institution among the Financial Institutions and Banks.   35. "Trust and Retention Agreement" shall mean the agreement entered into or to be entered into between the Borrower, the Security Trustee and the Account Banks.   36. "Water Supply Agreement"  shall mean the agreement entered between the Government of Maharashtra and the Borrower dated January 23, 2000.   37. "Working Capital Lender(s)" shall mean the lender(s) providing working capital facilities to the Borrower.   II General Conditions   The FC Loan hereby agreed to be granted by the Lender shall be subject to the Borrower complying with the terms and conditions set out herein and also in the General Conditions, a copy of which is annexed hereto. The General Conditions shall be deemed to form part of this Agreement and shall be read as if they are specifically incorporated herein.   ARTICLE II: AGREEMENT & TERMS OF LOANS 2.1 Amount and terms of loans   The Borrower agrees to borrow from the Lender and the Lender agrees to lend to the Borrower in the foreign currency(ies) specified in Schedule IV hereto, on the terms and conditions contained herein and in the General Conditions, the sums to the maximum extent in the various foreign currencies as set out in Schedule 1.   2.2 Interest   (i) The Borrower shall pay to the Lender interest on the FC Loan at the rate(s) and in the manner provided in Schedule V hereto:   Provided, however, interest on rupee-tied defaulted amounts, arrears of liquidated damages and on sums incurred by the Lender by way of expenses in terms of sections 4.1, 4.5 and 4.7 respectively of Article IV of the General Conditions shall be payable half yearly on June 15 and December 15 each year.   (ii) Disbursements made pending creation of Security as stipulated in Article III hereof, in case of non-creation of final security within 3 months from the date of first disbursement shall carry further interest at the rate of 1% per annum plus interest tax from the date of first disbursement till creation of Security.   2.3 Front end fee   The Borrower shall pay to the Lender a one time front end fee at the rate of 1 % on the amount of the FC Loan plus interest tax on or before the execution of the Agreement.   2.4 Last date of withdrawal   Unless the Lender otherwise agrees, the right to make drawals from the FC Loan(s) shall cease on February 15, 2003.   2.5 Payment   The Borrower undertakes to repay the principal amount of the FC Loan to the Lender in accordance with the Amortization Schedule set forth in Schedule VI hereto.   2.6 Conversion right in case of default   (i) If the Borrower commits a default in payment or repayment of any instalment of principal amount of the FC Loan or interest thereon or any combination thereof under section 10.1 (a), (b) or (c), then the Lender shall have the right to convert (which right is hereinafter referred to as "the conversion right") at its option 20% of the rupee equivalent of the defaulted amount (determined in accordance with section 4.10 of Article IV of the General Conditions) into fully paid-up equity shares of the Borrower, at par, in the manner specified in a notice in writing to be given by the Lender to the Borrower (which notice is hereinafter referred to as the "notice of conversion") prior to the date on which the conversion is to take effect, which date shall be specified in the said notice (hereinafter referred to as the "date of conversion").   (ii) On receipt of the notice of conversion, the Borrower shall allot and issue the requisite number of fully paid up equity shares to the Lender as from the date of conversion and the Lender shall accept the same in satisfaction of the said defaulted amount(s) in respect of the FC Loan to the extent so converted. The part of the Loans so converted shall cease to carry interest as from the date of conversion and the Loans shall stand correspondingly reduced. Upon such conversion, the installments of the Loans payable after the date of conversion as per Schedule VI herein shall stand reduced proportionately by the amount of the FC Loan so converted. The equity shares so allotted and issued to the Lenders shall carry from the date of conversion, the right to receive proportionately the dividends and other distributions declared or to be declared in respect of the equity capital of the Borrower. Save as aforesaid, the said shares shall rank pari passu with the existing equity shares of the Borrower in all respects. The Borrower shall, at all times, maintain sufficient unissued equity shares for the above purpose.   (iii) The conversion right reserved as aforesaid may be exercised by the Lender on one or more occasions during the currency of the FC Loan on the happening of the default as specified in this Section.   (iv) The Borrower assures and undertakes that in the event of the Lenders exercising the right of conversion as aforesaid, the Borrower shall use its best efforts to get the equity shares which will be issued to the Lender as a result of the conversion listed with the Stock Exchange(s) at Delhi and Delhi.   (v) For the purposes of this section, it shall not be construed as a default, if the Borrower approaches the Lender well in advance for postponement of principal or interest as the case may be and the Lender agrees to the same.   ARTICLE III: SECURITY 3.1 Security for the loans   (A) The Loans together with all interest, liquidated damages, front end fee, premia on prepayment or on redemption, costs, expenses and other monies including any increase as a result of devaluation/revaluation/fluctuation in the foreign currencies involved payable whatsoever stipulated in this Agreement shall be secured by:   (a) a first mortgage and charge in favour of the Security Trustee in a form satisfactory to the Lender of all the Borrower's immovable properties both present and future;   (b) a first registered mortgage and charge in favour of the Security Trustee of all of the Borrower's immovable properties in Maharashtra, and all its intangible assets both present and future, and a charge over all Project Contracts, insurance proceeds and bank accounts; and   (c) a first charge by way of hypothecation in favour of the Lenders of all the Borrower's movables, (save and except book debts) including movable machinery, machinery spares, tools and accessories, present and future, subject to prior charges created and/or to be created in favour of the Working Capital Lenders on the Borrower's stocks of raw materials, semi-finished, finished goods, consumable stores, book debts and such other movables as may be agreed by the Lead Institution.   The mortgage and charge referred to above shall rank pari 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: _________________________________________________________________________________________ Lender Rupee Term Foreign Currency Guarantee Total Loan/NCD Loan Amount Assistance^ Amount Amount (Principal) ___________________________________________________ Rs. Crores US $ Rs. us $ Rs. Rs. Million Crores Million Crores Crores ________________________________________________________________________________________ XYZ F STR DB AAA BBB PFC JKL Bank ABC Bank DEF Bank GHI Bank ________________________________________________________________________________________ Total #@ _________________________________________________________________________________________   (B) The Borrower shall make out a good and marketable title to its properties to the satisfaction of the Lender and comply with all such formalities as may be necessary or required for the said purpose.   3.2 Creation of additional security   If at any time during the subsistence of this Agreement, the Lead Institution is of the opinion that the security provided by the Borrower has become inadequate to cover the balance of the Loans then outstanding, then, on the Lead Institution advising the Borrower to that effect, the Borrower shall provide and furnish to the Lender, to the satisfaction of the Lead Institution, such additional security as may be available with the Borrower and as may be acceptable to the Lead Institution to cover such deficiency.   3.3 Pledge of shares   The Borrower shall cause the Promoters to create a pledge in favour of the Security Trustee aggregating 51% of the total issued equity share capital of the Borrower at all times, excluding the shares issued to the Lender pursuant to clause 2.6 or similar provision in agreements with lenders in respect of the Loans.   3.4 Trust and retention account   The Borrower shall enter into a Trust and Retention Agreement and open the accounts described therein in which the proceeds of Receivables of the Borrower would be deposited for the due repayment of the principal amount of the Loans and interest thereon, and all other payments under this Agreement and for making all payments in accordance with the Trust and Retention Agreement. The appointment of the trustee for operating the accounts shall be subject to approval of the Security Trustee.   3.5 Acquisition of additional immovable properties   So long as any monies remain due and outstanding to the Lender, the Borrower undertakes to notify the Lender in writing of all its acquisition of immovable properties and as soon as practicable thereafter to make out a marketable title to the satisfaction of the Lender and charge the same in favour of the Lender, on a pari passu basis with the other Lenders, by way of first charge in such form and manner as may be decided by the Lender.   3.6 Guarantee   The Borrower shall procure irrevocable and unconditional personal guarantee(s) of S/Shri. A and B both joint and several and a Corporate Guarantee of Santex Constructions Limited in favour of Lender for the due repayment of the Loans and the payment of all interest and other monies payable by the Borrower in the form prescribed by the Lender and to be delivered to the Lender before any part of the loan is advanced. The Borrower shall not pay any guarantee commission to the said Guarantors.   ARTICLE IV: APPOINTMENT OF NOMINEE DIRECTOR(S)   The Borrower agrees that Lender shall be entitled to appoint and withdraw from time to time Director(s) on the Board of Directors of Borrower at any time during the currency of this Agreement.   ARTICLE V: SPECIAL CONDITIONS   The FC Loan hereby granted shall also be subject to the Borrower complying with the special conditions set out in Schedule VII hereto.   ARTICLE VI: EFFECTIVE DATE OF AGREEMENT   This Agreement shall become binding on the Borrower and the Lender on and from the date first above written. It shall be in force till all the monies due and payable under this Agreement are fully paid off.   SCHEDULE 1: PARTICULARS OF XYZ FC LOAN Name of the Lender Amount in foreign currency THE XYZ FINANCE COMPANY LIMITED .. .............................. ……………………… Delhi US $ ………………Million   SCHEDULE II: THE PROJECT   The Borrower proposes to set up a liquid fuel based combined cycle power project of an installed capacity approximating …………..MW (ISO) 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 SCHEDULE III: FINANCING PLAN Project Cost (Rs. In crore) Item Re Cost  (Rs. Cr.)  $ Cost  (US$ M)  Total (Rs. Cr.) Land and Site Development       Payments under EPC Contract       Initial Spares       Pre-Operative Costs       Financing Expenses       interest During Construction       Provision for Contingency       Margin Money for Working Capital       Total Cost       Other requirement of funds Commitment Charges to Fuel Supplier       Liquidated Damages Payable to APSEB       Total Project Cost         * Exchange rate for conversion of US$ has been taken at 1 US $ = Rs. 46 during appraisal in January/February 2000. Means of Financing (Rs. In crores) Equity     Santex Group     SMIL     SCUSIL     Santex Group (Sub-Total)     UVW/WXY Power Co. Limited     CDC     Hanjung       Means of Financing (Rs. In crores) Debt:     Rupee Loan NCDs     Fls/Banks     Foreign Currency Loan     Fls/Banks     Export Credit Assistance from ADB       (US$ Mn)     (US$ mn)   Total     SCHEDULE IV: PARTICULARS OF XYZ FC LOAN   Foreign currency loan of US Dollar……………..Million which is allocated out of  Line of Credit to the Lender and the Borrower has to abide by the terms of the above line of credit which are laid down in Schedule-V enclosed hereto. The Borrower shall pay to the Lender interest on the principal amount of the FC Loan outstanding from time to time, at the rate of six-monthly US$ LIBOR plus 3.5% per annum plus interest tax as prevailing on the date of each disbursement. The exact due dates of payment of interest are June 15 and December 15, each year.   SCHEDULE V: PROVISIONS APPLICABLE TO XYZ FC LOAN   Special terms and conditions applicable to sub-loans allocated out of the private sector infrastructure facility of US$ 100 million from Asian Development Bank (ADB)   International Competitive Bidding (ICB)   For acquisition of equipment valued at or in excess of US$ 10 million or Civil Works valued at or in excess of US$ 20 million for any qualified project, the Borrower shall have to follow the international competitive bidding procedure. If the contract(s) are awarded to a local firm under ICB, the same would be eligible for Private Sector Infrastructure Facility. Further, the Project sponsor or Engineering Procurement and Construction (EPC) Contract shall be selected through competitive bidding or should be selected amongst international entities in accordance with the procedure acceptable to ADB.   SCHEDULE VI: AMORTIZATION SCHEDULE   (In US$) Closing Balance       15-12.2001     15.06.2002     15-12.2002     15.06.2003     15.12.2003     15.06.2004     15.12.2004     15.06.2005     15-12.2005     15-06.2006     15.12.2006     15.06.2007     15-12.2007     15.06.2008       (XYZF's FC Loan)     (in US$) Closing Balance 15.12.2008     15.06.2009     15.12.2009       SCHEDULE VII: SPECIAL CONDITIONS A. Pre-commitment Conditions   Before the financial assistance becomes effective, the Borrower shall to the satisfaction of the Lender comply with the following conditions:   (i) obtain in-principle sanction from MSEBs banker(s) for opening of irrevocable and revolving letter of credit for prompt payment of dues by MSEB; (ii) enter into an escrow account arrangement with MSEB to cover payment of electricity dues from MSEB;   (iii) amend the Operations and Maintenance (O&M) agreement so as to provide for guarantee on heat rate, liquidated damages for increase in heat rate or decrease in availability of plant; (iv) furnish an undertaking from Promoters i.e., Santex Constructions Limited (SCL), Santex Industries Limited (SIL), Santex Investment Limited (SIL) and UVW Power Generation Limited to the effect that cost overrun, if any, shall be made good by Promoters without recourse to Fl's/Banks and in a manner satisfactory to the Lender; (v) arrange for ECA loans to the extent of US$ ... million from ADB on terms satisfactory to the Lender. In the event of any savings (as compared to provisions in the project cost) on account of lower insurance cover charges, management fee on deferred payment guarantee, etc. the Rupee Loan shall be reduced to that extent; (vi) furnish an undertaking from Promoters to bridge the gap, if any, in raising equity capital by way of private placement with SDC (Rs.1 15 crores); (vii) tie-up entire means of financing on the terms satisfactory to the Lender; (viii) obtain all necessary approvals from the Government of India (FIPB)/Reserve Bank of India, etc. for the proposed foreign equity investment in the equity share capital of the Borrower; (ix) appoint, in consultation with the Lender, a reputed firm of Engineering Consultants as "Lender's Engineers' for monitoring the power project during the implementation period as well as during operation period with direct reporting to the Lender, all costs and expenses in this regard will be borne by the Borrower; (x) undertake to comply with all the statutory requirements for preferential allotment of SCL's shares to NRI's/OCB's. (xi) get amended all approvals obtained earlier in the name of Santex Power to the name of the Borrower. (xii) get amended the Government of Maharashtra Guarantee to the effect that it continues to be valid irrespective of Maharashtra Government's shareholding in MSEB. (xiii) amend the Shareholders Agreement (SA) to provide for   -disinvestment/dilution of shareholding by Santex Group and UVW Generation Co. Limited/ABC Energy Limited shall be in consultation with and prior approval of the Lender; -SA shall not be terminated without the prior approval of the Lender;   (xiv) finalise the insurance package including Advance Loss of Profit to the satisfaction of the Lender; (xv) appoint insurance Advisor and Legal Advisor to Lenders. The necessary fees and other expenses for the same shall be borne by the Borrower; (xvi) The Project agreements/contracts shall be to the satisfaction of the Lender; (xvii) Modify the Memorandum & Articles of Association of the Borrower to enhance the borrowing powers as per the envisaged means of financing; (xviii) Ensure that the promoters shall meet the liquidated damages payable to the APSEB from their own resources without recourse to the Lender. (xix) Ensure that the envisaged promoters contribution is subscribed to in full and paid up in cash to the extent of 100% in respect of Santex Group aggregating Rs. 125.50 crores. (xx) Qbtain MSEB approval for extension of the date of financial closure as per PPA. (xxi) Obtain all statutory/non-statutory clearances and approvals required for the project including Pollution Control/Environmental Clearance and ensure that the equipment proposed to be installed is adequate and appropriate to the Pollution Control requirement.   B. Pre-disbursement Conditions   Before seeking disbursement of assistance sanctioned, the Borrower shall to the satisfaction of the Lender comply with the following conditions:   (i) modify the Memorandum & Articles of Association to enhance the authorised capital and borrowing powers as per the envisaged means of financing; (ii) bring in 50% of the proposed equity contribution of UVW Power Generation Limited/ABC Power Co. Limited, and SDC aggregating Rs……………..crores i.e., Rs. .........Crores; (iii) shall agree to open a Trust and Retention Account in a bank and shall deposit all the cash inflows in the said account and the proceeds shall be utilised in a manner and priority to the satisfaction of the Lender; (iv) acquire and obtain possession of the entire land with provision for mortgage of land in favour of institutions and obtain all necessary approvals for usage of the land for the purpose of the power plant; (v) constitute a Project Management Committee of its Directors for the purpose of supervising and monitoring the progress in the implementation of the project. The Committee shall be responsible for the management of the project during construction period including civil tendering, placement of orders for supply of plant and machinery and other assets and monitoring the implementation of the Project; (vi) agree and undertake to furnish to the Lender such information and data as might be required by the Lender to ensure that the physical progress as well as expenditure incurred on the Project are as per the schedule; (vii) agree that the Lender shall have the right to review the cost of the Project any time during the implementation of the Project as also before the final disbursement of the loan amount. Pending completion of the review, the Borrower shall obtain prior approval of the Lender for utilising the amount of the loans equivalent to the contingency provision in the cost of Project; (viii) agree that the Lenders shall be entitled to appoint one or more nominee(s) on the Board of Directors of the Borrower during the currency of financial assistance.   C. Other conditions   The Borrower shall   (i) constitute an audit sub-committee of its Directors (other than the Directors representing the Promoters) for monitoring/guidance. (ii) arrange for carrying out safety audit in connection with storage, handling and transportation of petroleum products and shall comply with the recommendations set out in the audit report. (iii) make satisfactory arrangement with its bankers for meeting its working capital requirements and shall furnish a letter from its bankers in this regard. (iv) agree that the Lender may at its discretion withhold disbursement of the amount of the Loan equivalent to the provision against margin money for working capital in the cost of the Project till such time as the Project is completed or the build up of working capital commences. (v) shall not undertake any new project or expansion of the existing projects or make any investment or take assets on lease without prior approval of the Lender during the currency of the proposed Loan from the Lender. (vi) the Lender shall have the right to review and reset the rate of interest.(including the spread on LIBOR) after seven years from the date of first disbursement, provided that the Borrower shall have the right to prepay the FC Loan without any penalty or premium if the rate of interest is adversely reset after seven years from the date of first disbursement. (vii) broad base its Board of Directors by induction of experienced outside professionals to the satisfaction of the Lender. (viii) obtain all other statutory and non-statutory clearances for the Project. (ix) shall ensure the release of funds from ADB in line with the disbursement of foreign currency loans from the Financial Institutions/Banks. (x) all other terms and conditions stipulated by other financial institution and banks over and above the conditions stipulated herein shall apply mutatis mutandis for the assistance sanctioned by the Lender (XYZF).   IN WITNESS WHEREOF  the Borrower has caused its Common Seal to be affixed hereto and to a duplicate hereof on the day, month and year first hereinabove written and the Lender has caused the same and the said duplicate to be executed by the hand of Mr. X Chief Deputy General Manager of the Lender.   THE COMMON SEAL OF ABC  Power Generation Company Limited, has pursuant to the Resolution of its Board of Directors passed in that behalf on the……………..day of...........2000 hereunto been affixed in the presence of Mr. A, Director and Mr. B Secretary, of the Borrower who have countersigned the same in token thereof.   SIGNED AND DELIVERED FOR  The XYZ Finance Company Ltd. by the hands of Mr. A as authorised official of the XYZ Finance Company Limited

AGREEMENT BETWEEN A FINANCE COMPANY AND THE CONSULTANT FOR CONDUCTING SURVEY FOR THE CONSIDERATION OF PROPOSAL FOR THE CONSTRUCTION OF AIRPORT   Download Word Document In English. (Rs.50/-) This is the agreement between XYZ Limited, a company incorporated under the laws of…………..having its Registered office at…………..(hereinafter referred to as "XYZ and ABC Finance and Industrial Development Company Limited, a company incorporated under the Companies Act,1956 and having its Registered office at..............Mumbai (hereinafter referred to as "ABC,") under which ABC has engaged XYZ to perform services as described herein.   1. Services   During the term of this agreement, XYZ will provide to ABC the services described in Attachment A. XYZ will be pleased to consider and may perform additional or alternative services but only if and to the extent XYZ acknowledges in writing its intention and undertaking to do so.   2. Confidentiality   XYZ acknowledges its, responsibility, both during and after the term of its engagement hereunder, to preserve the confidentiality of proprietary or confidential information or data developed by XYZ on behalf of ABC or disclosed by ABC to XYZ. Nevertheless, XYZ's obligation to maintain the confidentiality of any -information developed by XYZ that it maintains in its possession or. control will expire on. the third anniversary of completion of the engagement, subject to agreement by ABC, XYZ's obligation under this section 2 will not apply to information that (i) is or becomes generally available to the public (other than as a result of a disclosure by XYZ, (ii) was available to XYZ on a non-confidential basis prior to its disclosure by ABC, (iii) becomes available to XYZ on a non-confidential basis from a person other than ABC who, to the Knowledge of XYZ, is not bound by a confidentiality agreement with ABC or otherwise prohibited from transferring such information to XYZ (iv) ABC agrees that the information may be disclosed or (v) XYZ is requested pursuant to, or required by, law, regulation, legal process or regulatory authority to disclose.   3. Information   ABC acknowledges that XYZ's work and analysis will be based, to a large extent, upon information furnished by ABC or that is otherwise publicly available, and that XYZ will rely upon such information without independent verification of the accuracy, completeness or truth of such information. ABC acknowledges that XYZ will have no liability or responsibility for the accuracy or completeness of such information or for any erroneous analysis or conclusions which are based upon such information, except to the extent resulting directly from XYZ's gross negligence, bad faith or willful misconduct.   4. Nature of Relationship   ABC acknowledges that all reports opinions and advice (Written or oral) given by [XYZ to ABC in connection with XYZ's engagement hereunder are intended solely for the benefit and use of ABC. ABC agrees that no person or entity other than ABC shall be entitled to make use of or rely upon the reports, opinions or advice provided by XYZ. No such report, opinion or advice shall be used for any purpose other than as specified in section 1 or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose not expressly permitted under section 1, without XYZ's prior written consent. ABC shall not make any public references to XYZ or uses XYZ's name in any annual reports or any other reports or releases of ABC, without XYZ's prior written consent.   ABC acknowledges that XYZ and its affiliates are in the business of providing advisory and consulting services for hire. The performance by XYZ of services for ABC as contemplated hereby shall not be (and nothing in this agreement shall be construed to) limited or restrict XYZ in performing the same or similar services for, others or otherwise from conducting its business.   XYZ will perform its services hereunder as an independent contractor and not as an agent, employee or affiliate of ABC. Any duties of XYZ arising out of its engagement hereunder are owed solely to ABC.   5. Compensation   Professional fees for this assignment will be $30,000. The cost of expenses covering travel, accommodation, disbursements, copying, data acquisition and related expenses as incurred will be $10,000. Tax will be additional if applicable.   ABC will be solely responsible for payment of, and providing documentation for, withholdings or levies of any kind which may be applicable to XYZ 's invoices to ABC. including, without limitation, VAT taxes and excise taxes. XYZ will be entitled to receive full payment, in currency of the United Kingdom and within the United Kingdom, of its invoices, without any offset or withholding of any nature whatsoever. Should this provision be determined to be unenforceable, with the effect that such a deduction or withholding is compulsory, XYZ will be entitled to retroactively adjust its invoices so that it will receive net proceeds of payment, after such deduction or withholding, equal to the amounts stated in its original invoices.   6. Compensation for Testimony   Should XYZ or its personnel be required by any person for any default of client or requested by ABC to provide documentary evidence or testimony in connection with any proceeding arising from or relating to XYZ's engagement, ABC will pay all reasonable expenses (including reasonable attorney's fees, charges and disburse merits) incurred by XYZ in complying therewith and, in addition, ABC will pay, the then customary hourly rates for XYZ's personnel for. time spent preparing documentary evidence, giving sworn testimony and preparing therefore.   7. Billing   The initial 60% of the fees are payable before commencement of the work. XYZ will provide ABC with an invoice for, the expenses and remainder of the fees on completion. Payment is due upon receipt of an invoice.   In the event XYZ does not receive payment of any invoice within 30 days after delivery of the invoice to ABC, XYZ may require ABC to pay late charges at the rate of 1.5% per month on the overdue balance, ABC will reimburse XYZ for all expenses (including reasonable attorneys fees, charges and disbursements) incurred in enforcing this agreement or collecting overdue invoices.   8. Term   Either party to this agreement may terminate XYZs engagement to perform services hereunder at any time by delivery to the other party of, written notice to that effect. The provisions of sections 2, 3, 4, 6. 7, 9, 10 and this section 8 shall survive any, such termination. Should ABC terminate the engagement prior to completion of the full scope of services contracted for, ABC shall pay the full amount of any fixed estimated, and/or contingent compensation specified in section 5. Should XYZ terminate the engagement prior to completion of the services contracted for, XYZ shall account for the expenses incurred and refund the amount not spent.   9. Miscellaneous   This letter (including the attachments referred to herein) is the entire agreement between the parties with respect to its subject matter, supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter and cannot be waived, amended, otherwise modified or terminated except in writing executed by each party to be bound thereby.   10. Governing Law   This agreement shall be governed by and construed in accordance with the laws of the India applicable to contracts made and to be performed wholly therein and without regard to conflict of principles of law.   11. Waivers   In no event shall any party to this agreement be liable to any other party for any consequential, punitive or speculative damages (including, without limitation, damages for lost profits); except that if consequential, punitive or speculative damages are awarded to a third party, the party suffering the damages shall be indemnified by the other defaulting party against such damages.   To confirm the foregoing agreement, kindly date and sign this letter in the spaces provided below and return one copy to XYZ for our records.  Yours faithfully  For XYZ Ltd.,   Vice-President   Accepted and Agreed:  For ABC Finance and Industrial Development Company Ltd  By:  Name:  Title: Date:   Attachment A Requirements of the Study   Attachment A   Scope of Study    The traffic study shall review, extend, revalidate the traffic studies done earlier for the [ ] airport   (i) Review the data and assumptions of the earlier study (ii) Update passenger traffic statistics.- The demand baseline to be revised by collecting and analysing Indian passenger traffic statistics for domestic and international travel (iii) Schedules data analysis.- An analysis shall be made of the air service levels at the time of the original forecast, and current service levels. Scheduled and charter service will be examined by route and by airline for all relevant airports (iv) Airline service Intentions.- Discussions to be held with relevant airlines regarding their developments since the previous forecast and projected in terms of fleet development, route development, network, schedule and alliances. The impact of airport developments at …………..International Airport to be examined (v) Economic and demographic development- The baseline assumptions for economic, population and other relevant demographic factors shall be assessed against current trends. The impact on the growth scenario has to be assessed (vi)Cargo development.- All factors relevant to cargo development will be assessed; in particular economy/trade, air service development, development of other airports, International Airport facilities current and projected (vii) Other Relevant Factors.- Other relevant factors shall be examined, as discussed between ABC and XYZ. (viii)Forecast categorywise air traffic growth over the next twenty years - Domestic, International, Cargo, Aircraft Movement (by type)   (ix) Peak-hour and peak day traffic volumes.- The traffic forecasts should critically assess peak-hour/peak day traffic volume, which would be used for determining airport capacity.   (x) All forecasts shall be done for three scenarios.- Pessimistic, Moderate and Optimistic based on the relevant demand drivers. These forecasts would form the primary output of this study, and would be used by the Bidders as part of their Airport Development models   (x) Reports.- The data and reports shall be presented to the Client in the form of Printed Reports and electronic copies. All raw data shall also be included as annexures to the Reports.   ABC shall provide the Consultants any data that may be available with them. The Consultant shall have the full onus (and costs) of any visits required for meetings, discussions and collection of data. The Consultant shall also use and make available their own previous study reports and data.   5.2 It is expected that this programme of work will have the following stages:   • Initial discussion between ABC, Financers, Government Authorities • Meeting with relevant information providers • Data collection and analysis • Presentation and discussion of draft report • Finalising of report • Clarifications to Bidders   5.5 All users of the data shall be made aware that this is a validation of previous forecasts for initial guidance and that they should undertake their own research and forecasts to support their investment decisions.   6. Time Schedule and Payment   It is stressed that the above study is to be conducted on a fast track to enable Bidder's to use the data in their time schedule. The study shall be completed within 4 weeks time from the date of award.

INDENTURE OF MQRTGAGE     Download Word Document In English. (Rs.100/-) Download PDF Document In Hindi. (Rs.40/-) THIS INDENTURE  made at Mumbai on this the……………..day of……………..2000 by ABC Power Generation Company Limited, a company registered under the Companies Act, 1956 (1 of 1956) and having its registered office at ……………..Mumbai (hereinafter called "the Company") (which expression shall  unless excluded by. or repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the ONE PART and the XYZ Finanace Company Limited, a company registered under the Companies Act, 1956 (1 of 1956) and having its registered office at…………….. Mumbai (hereinafter called "XYZF" or "the Security Trustee") (which expression shall unless excluded by or repugnant to the context or meaning thereof be deemed to include the Security Trustee or the Security Trustees for the time being hereof and its successor/s and assigns) of the SECOND PART acting in its capacity as the Security Trustee for the Term Lenders and the Commitment Charge Lenders.   WHEREAS   (1) By Loan Agreements entered into between the Company and Term Lenders, each of the Term Lenders have agreed to lend and advance to the Company and the Company has agreed to borrow from each of the Term Lenders on the terms and conditions contained in the Loan Agreements sums in the form of loans to the maximum extent set out against their respective names in Part A of the First Schedule hereto.   (2) One of the conditions of the Loan, Agreements Is that the-Loans together with all interest, liquidated damages, costs, expenses and other monies, including in case of foreign currency loans any increase as a result of revaluation/devaluation/fluctuation whatsoever stipulated in the Loan Agreements shall be secured, inter alia, by a first mortgage of the Company's immovable properties situate at Maharashtra.   (3) By Guarantee Agreements between the Company, the Guarantors and the Counter Guarantors, the Guarantors have agreed to guarantee (and the Counter Guarantors have agreed to counter guarantee) certain payment obligations of the Company, to the extent set out against their respective names in Part 8 of the First Schedule hereto (hereinafter collectively referred to as "the Guarantee Assistance”, to The Export-Import Bank of Hong Kong (hereinafter referred to as "HK-EXIM Bank") in terms of the HK-EXIM Loan, Agreement dated November 26, 2000.   (4) One of the conditions of the Guarantee Agreements is that the Guarantee Assistance together with all guarantee commission and payments, if any, made pursuant to the Guarantee, all interest thereon, costs, charges, fees, expenses and all other monies, including any increase ,as a result of revaluation/devaluation/fluctuation in foreign currencies whatsoever stipulated in the Guarantee Agreement shall be secured, inter alia, by a first mortgage over the Company's immovable properties situate at Maharashtra.   (5) By the Commitment Charge Financing Documents entered into/to be entered into between the Company and the, Commitment Charge Lenders, each of the Commitment Charge Lenders have agreed to lend and advance to the Company and/or provide guarantee assistance to the Company and the Company has agreed to borrow and/or avail from each of the Commitment Charge Lenders on the terms and conditions contained in Commitment Charge Financing Documents the sums in the form of loans and/or guarantees to the maximum extent set out against their respective names in Part C of the First Schedule hereto.   (6) One of the conditions of the Commitment Charge Financing Documents is that, the principal together with all interest, liquidated damages, costs, expenses and other monies whatsoever stipulated in the Commitment Charge Financing Documents shall be secured, inter alia, by a second and subservient charge over the Company's immovable properties situate at Maharashtra.   (7) The Company is seized and possessed of and/or otherwise well, and sufficiently entitled to all those pieces or parcels of lands, hereditaments and premises situate at Commercial Complex No ……………..admeasuring…………….. sq. ft of built up area on ground, floor of the building constructed on the plot No……………..situate long and being in Registration Sub-District……………..Tehsil……………..Village……………..Registration District Mumbai Suburban District in the State of Maharashtra more particularly described in the Second Schedule hereunder written and the Company is entitled to the other assets over which it is creating security hereunder.   (8) The provisions, of the Urban Land (Ceiling and Regulation) Act, 1976 (hereinafter referred to as "ULCRA") are not applicable to the aforesaid immovable properties and therefore, no permission is required to be obtained under ULCRA for mortgaging the said immovable properties.   (9) The Company has complied with all legal requirements and has obtained all consents and approvals required for creation of the security expressed to be created under clause 5 in favour of the Security Trustee for securing the Financial Assistance and the Commitment Charge Financial Assistance.   (10) Accordingly, the Security Trustee and the Company have agreed that the mortgage of the aforesaid immovable property shall be by way of a legal mortgage in English form being these presents.   NOW THIS INDENTURE WITNESSETH AND IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE, PARTIES HERETO AS UNDER:   1. Definitions   Unless the context otherwise requires, the following expressions shall herein have the meanings ascribed to them set out below:   "Acceleration" means:-.   (a) the delivery by any Guarantor of a notice to the Company pursuant to section 10 of the Guarantee Agreements declaring all amounts owing, by the Company under the Guarantee Agreement to be due and payable forthwith.   (b) the delivery by any Lender or a Commitment Charge Lender that has a loan under the Loan Agreements or the Commitment Charge Financing Documents outstanding to it, of a notice to the Company pursuant to section 10A of the Loan Agreements or equivalent provision of the Commitment Charge Financing, Documents declaring the principal and all accrued interest to such Lender under the Loan Agreements And/or Commitment Charge Financing Documents to be due and payable forthwith.   "Authorised Investments' has the meaning ascribed to it in the Trust and Retention Agreement.   "Business Day" means a day on which the Facility Office of the I Security, Trustee is open for business.   "Commitment Charge(s) Financing Documents" shall mean collectively  the agreements, instruments and other documents entered into or to be 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 as stated in Part C, Schedule V to these presents.   "Commitment Charge Lenders" shall mean the lender(s) providing fund based or non-fund based finance for Commitment Charges under the Fuel Supply Agreement.   "Commitment Charge Financial Assistance" shall mean the loans/guarantees provided by the Commitment Charge Lenders under the Commitment Charge Financing Documents being secured under this Indenture   "Counter Guarantors" shall mean DEF Bank, GHI Bank and JKL Bank Ltd.,   "Events of Default" has the meaning ascribed thereto in the Loan, Agreements, the Guarantee Agreements and Commitment Charge Financing Documents as, the case may be.   "Facility Office" means the Mumbai office of the Security, Trustee through which the Security Trustee will exercise its rights under these presents.   "FC Lenders" shall mean the XYZ Finance Company: Ltd., the STR Development Bank, Power Finance Corporation Limited, and the ABC Bank ………………Branch.   "Financial Assistance" shall mean the Loans and Guarantees provided by the Term Lenders to the Company being secured under this Indenture.   "Financing Documents" shall mean collectively the Loan Agreements, the Guarantee Agreements, instruments and other documents entered into by the Company and the Term Lenders financing the Project or any part thereof, under which funding is extended to the Company.   "First Mortgaged Premises" means all the rights, title, interest, benefits, claims, whatsoever, of the Company to Commercial Complex No ……………….admeasuring  sq. ft. of built up area on ground floor of the building constructed on the plot No . .......situate lying and being in Registration Sub-District………………Village Registration District Mumbai Suburban District and comprised in the charge created by the Company pursuant to clause 5(a) -hereof.   "Fuel Supply Agreement" shall mean the agreement entered into between the Borrower and…………….. Petroleum Corporation Limited, dated January 19, 2000   "General Assets" means all the assets of the Company comprised,-in the floating charge created by the Company pursuant to clause 5.1(d) hereof, but does -not include the Specifically Mortgaged Premises, the First Mortgaged Premises, the Second Mortgaged Premises or the Third Mortgaged Premises.   "Guarantors" shall mean the XYZ Finance Company Ltd., the STR Development Bank and ABC Bank.   "Letter of Authority" shall mean the letter of authority provided by the Term Lenders and the Commitment Charge Lenders to the Industrial Finance Corporation of India for executing this Indenture and certain other security documents in respect of the Financial Assistance and the Commitment Charge Financial Assistance.    "Lenders" shall mean the Rupee Lenders, the FC Lenders, the Guarantor, the Counter Guarantors and Working Capital Lender(s).   "Mortgaged Premises" shall mean each of the First Mortgaged Premises, Second Mortgaged Premises, Third Mortgaged Premises (collectively the "Specifically Mortgaged Premises") as defined in clause 5(a), (b) and (d) and the General Assets as defined in clause 5(d).   "Permits" shall mean all Governmental permits, authorisations, approvals, no objections or licenses in connection with the Project.   "Person" shall ,mean an individual, a corporation, a partnership, an association, a trust or any other entity or organisation, including governmental or political sub-division or an agency or instrumentality thereof.   "Project Contracts" shall have the meaning given to it in the described Loan Agreements.   "Project" has the meaning given to it in Schedule IV of these presents.   "Retention Accounts" has the meaning given to it in the Trust and Retention Agreement.   "Rupee Loans" means the loans agreed to be provided by, or non-convertible debentures subscribed by, the Rupee Lenders.   "Rupee Lenders" shall mean the XYZ Finance Company Ltd., the DEF Bank, the AAA Insurance and Finance Company Ltd., BBB Finance and Insurance Company Ltd., Power Finance Corporation Limited and The JKL Bank Limited.   "Security Documents" shall have the meaning ascribed thereto in the Loan Agreements, the Guarantee Agreements and the Commitment Charge Financing Documents.   "Security Trustee" shall mean XYZF appointed by the Lenders and the Commitment Charge Lenders and any replacement therefor appointed by the Lenders and the Commitment Charge Lenders with the prior written consent of the Company.   "Trust and Retention Agreement" shall mean the agreement, dated December 9, 2000.   "Guarantee Agreements" shall mean the agreements as stated in Part B, Schedule V to these presents.   "Loan Agreements" shall mean the agreements as stated in Part A, Schedule V to those  presents.   "Working Capital Lenders" shall mean the lenders providing working capital facilities to the Borrower.   2. Benefit of this Indenture/Declaration of Trust   The Security Trustee shall hold the benefit of this Indenture, including the covenants and mortgages given by the Company pursuant hereto, for the benefit of the Term Lenders and the Commitment Charge Lenders named herein pursuant to the Letter of Authority.   3. Covenant to pay   Pursuant to the Financing Documents and the Commitment Charge Financing Documents and in consideration of each of the Term Lenders and the Commitment Charge Lenders having entered into or agreed to enter into the Financing Documents or the Commitment Charge Financing Documents, as the case may be, to which it is a party, the Company covenants and agrees that the Company shall comply with the terms and conditions of the Financing Documents and the Commitment Charge Financing Documents and shall pgy/repay the Financial Assistance and the Commitment Charge Financial Assistance in accordance with the respective Financing Documents and the Commitment Charge Financing Documents.   4. Payment of fees   The Company shall pay the respective fees payable in accordance with the relevant Financing Documents and the Commitment Charge Financing Documents.   5. Grant and Transfer   (i) For the consideration aforesaid and as continuing security for the repayment/discharge of the Financial Assistance, the Company as the legal and/or beneficial owner doth hereby assign, assure and transfer unto XYZF as the Security Trustee acting for and on behalf of and for the benefit of the Term Lenders, as and by way of continuing security by way of first charge, and to the extent not capable of being assigned, charges:   (a) All and singular the beneficial right title and interest of the Company in respect of Commercial Complex No…………..held by the Company on ownership basis under the provisions of the Maharashtra Ownership Flats (Regulation of the Promotion, Construction, Sale and Management and Transfer) Act, 1963 admeasuring…………..sq. ft. of built up area on the ground floor of the building constructed on the Plot No …………..situate lying and being in Registration Sub  District…………..Tehsil …………Village Registration District Mumbai Suburban District more particularly described in the Second Schedule hereunder written AND ALL the estate, right, title, Interest, property, claim and demand whatsoever, of the Company Into and upon the same, TO HAVE AND TO HOLD All and Singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Term Lenders upon the trust and subject to the powers and provisions herein declared and contained of and concerning the same subject also to the proviso for redemption hereinafter contained (the "First Mortgaged Premises"). (b) All the right, title, interest, benefits claims demands whatsoever, of the Company in to under or in respect of the Project Contracts (and on termination of any Project Contract, any other agreement replacing the same), including without limitation rights to recover payments and the benefit of all receivables or other claims of the Company under or in respect of the Project Contracts set out under Schedule 3 attached hereto (hereinafter referred to as "the Second Mortgaged Premises') except payments received under the Fuel Supply Agreement in respect of repayment of the Commitment Charges and the interest thereon, in respect of which, the Term Lenders shall have a second charge, which is subservient to the first charge, created herein in favour of the Security Trustee for the benefit of the Commitment Charge Lenders and subject to prior charge created in favour of the Working Capital Lenders in respect of book debts. (c) All the Company's right, title and interest in the Retention Accounts (and accounts replacing the, same) together with the benefits of  the Authorised Investments or other securities or assets which represent all amounts in the Retention Accounts (hereinafter referred to as the Third Mortgaged Premises") (the First Mortgaged Premises, the Second Mortgaged Premises and the Third Mortgaged Premises being collectively referred to as "the Specifically Mortgaged Premises). (d) Subject to the first proviso to this Clause, all the other assets of  the Company located in the State of  Maharashtra both present and future I (other than its movable assets) for the time being, pertaining to the Company's assets and properties together with the right, title and Interest of the Company in any Governmental permits, authorisations, approvals, no objections, licenses and also together with the right, title and interest of the Company in relation to any claims or proceeds arising in relation to insurance policies obtained by the Company or pertaining to any of the assets of the Company (whether or not  specifically mortgaged under this , Indenture) other than the. Specifically Mortgaged Premises effectively charged by way of first fixed charge, pursuant to the provisions of sub-clause (a) through (c) including without limitation its uncalled capital, goodwill, the bank accounts of the Company (other than the  Retention Accounts) of or maintained by the Company in India and all amounts maintained therein and all monies, securities, instruments, investments and other property deposited in, credited to, or required to be deposited therein or credited thereto and the undertaking of the Company subject, to prior charges on book debts, Borrowers stock of raw materials, semi-finished goods, finished goods and  consumable stores in favour of Working Capital Lenders (hereinafter collectively referred to as 'the General Assets'); Provided, that such charge on the General Assets shall rank as a floating charge and, shall accordingly in no way , hinder the Company from selling, leasing or otherwise, disposing of the same or dealing with such assets or any part thereof in the ordinary course of its business , free of any liens under this Indenture and in each ca only as expressly permitted by the Financing Documents, the Security Documents and the Trust and Retention Agreement.   (ii) For the consideration aforesaid and as continuing security for the payment/ discharge of the Commitment Charge Financial Assistance, the Company as the legal and/or beneficial owner doth hereby assign, assure and transfer unto the Commitment Charge Lenders, as and- by way -of continuing security by way of first charge the right, title and, interest of the Company to payments due under the Fuel Supply Agreement in respect of Commitment Charges and interest thereon and, by way of- second and subservient charge and to the extent not capable of being assigned., charges:   (a) All and singular the beneficial right, title and interest of the Company in respect of Commercial Complex No . ……………..held by the Company on ownership basis, under the provisions of the Maharashtra Ownership Flats (Regulations of the Promotion, Construction, Sale and Management and Transfer) Act, 1963 admeasuring ……sq ft. of built  up 1 area on ground floor of the building constructed on the plot No. I situate lying and, being. in Registration, Sub-District..........Tehsil……………. ,Village ………….Registration District Mumbai Suburban District more particularly described in the Second Schedule hereunder written AND ALL the estate, right, title, interest,  property, claim and  demand whatsoever, of the Company into and upon the same, TO HAVE AND TO HOLD All and Singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Commitment Charge Lenders upon the trust and subject to the powers and provisions herein declared and contained of and concerning the same subject also to the proviso for redemption hereinafter contained (the "First Mortgaged Premises"). (b) All the right, title, interest, benefits, claims, demands whatsoever, of the Company in to under or In respect of  the Project Contracts (and on termination of any Project Contract, any other agreement replacing the  same),including without limitation rights to recover payments and the benefit of all receivables or other claims of the  Company under or in respect of the Project Contracts set out under Schedule 3 attached hereto (hereinafter referred to as "the Second Mortgaged Premises"). (c) All the Company's, right, title and interest in the Retention Accounts (and accounts replacing the same) together with the benefits of the Authorised Investments or other securities or assets which represent all amounts in the Retention Accounts (hereinafter referred to as "the Third Mortgaged Premises") (the First Mortgaged Premises, the Second Mortgaged Premises and the Third Mortgaged Premises are collectively referred to as "the Specifically Mortgaged Premises"). (d) Subject to the first proviso to this Clause, all the other assets of the Company located in the State of Maharashtra both present and future (other than its movable assets) for the time being pertaining to the Company's assets and properties together with the right, title and interest of the Company in any Governmental permits, authorisations, approvals, no objections, licenses and also together with the right, title and Interest of the Company in relation to any claims or proceeds arising in relation to insurance policies obtained by the Company or pertaining to any of the- assets of the Company (whether or not specifically mortgaged under this. Indenture) other than the Specifically Mortgaged Premises effectively charged by way of first fixed charge pursuant to the provisions of sub-clause (a) through (c) including without limitation its uncalled capital, goodwill, the bank accounts of the Company (other than the Retention Accounts) of or maintained by the Company In India and all amounts maintained therein and all  monies, securities; Instruments, Investments and other property deposited in, credited to, or required to be deposited, therein or property de credited thereto and the Undertaking of the Company subject to prior charges on book debts, Borrower's stock of raw materials, semi-finished goods, finished goods and consumable stores in favour of Working Capital Lenders (hereinafter collectively referred to as "the General Assets"); Provided, that such charge on the General Assets shall rank as a floating charge and shall accordingly in no way hinder the Company from selling, leasing or otherwise disposing. of the same; or dealing with such assets or any part thereof in the ordinary course of Its business, free of any liens under this Indenture and in each case subject to and only as expressly permitted by the Financing Documents, the Security Documents and the Trust and Retention Agreement.   (iii) Notwithstanding anything contained herein, the mortgage and charge created in favour of the Security Trustee for the benefit of the Commitment Charge Lenders over the Specifically Mortgaged Premises and the General Assets shall rank second and subservient to the mortgage and charge created in favour of the Term Lenders.   6. Conversion of floating charge   The floating charge created pursuant to clause 5(i)(d) and clause 5(ii)(d),hereinabove shall automatically and without prior notice by the Security Trustee to the Company convert into a fixed charge as regards General Assets upon the occurrence and during the continuance of any Event. of Default in terms, of sections 10.1 of the Loan Agreements, the Guarantee Agreements or equivalent provision of the Commitment Charge Financing Documents or upon an event of Acceleration.   7. Pad passu ranking   The mortgage and charge created hereunder in favour of the Security Trustee for the benefit of the Term Lenders shall rank pad passu with all other security created or to be created in favour of any other lender:   Provided that:   (a) the mortgage and charge created In favour of the Security Trustee for the benefit of the Commitment Charge Lenders shall be second and subservient to the mortgage arid charge created in favour of Security Trustee for the benefit of the Term Lenders. (b) the mortgage and charge created in favour of the Security Trustee for the benefit of the Term Lenders on the right, title and interest of the Company to payments due under the Fuel Supply Agreement in respect of Commitment Charges and interest thereon, shall be second and subservient to the mortgage and charge created in favour of the Security Trustee for the benefit of the Commitment Charge Lenders.   8. Security   (a) Continuing security   The security created by or pursuant to these presents is a continuing security and shall remain in full force and effect, notwithstanding any intermediate payment or settlement of account or other matter or thing whatsoever, and in particular the intermediate satisfaction by the. Company of the whole or any part of the Financial Assistance and the Commitment Charge, Financial Assistance and is in addition and without prejudice, to any, other security, guarantee, lien, indemnity or other right or remedy which the Security Trustee may now or hereafter hold for the Financial Assistance or the Commitment Charge Financial Assistance or any part thereof. This security may be enforced against the Company without first having recourse to any other rights of the Security Trustee, the Term Lenders or the Commitment Charge Lenders.   (b) Other security   This security is in addition to, and shall neither be merged in, nor in any way exclude or prejudice, or be affected by any other security, interest, right of recourse or other right whatsoever (or the invalidity thereof) which the Security Trustee, and/or the Term Lenders and the Commitment Charge Lenders may now or Many time hereafter hold or have (or would apart from this security hold or have) as regards the Company or any other person in respect of the Financial Assistance or the Commitment Charge Financial Assistance.   (c) Cumulative Powers   The powers which this Indenture confers on the Security Trustee and any receiver appointed hereunder are cumulative, without prejudice to their respective powers under the general law, and may be exercised as often as the, Security Trustee or the receiver thinks appropriate in accordance with these presents; the Security Trustee or the receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever; and the Company acknowledges that the respective powers of the Security Trustee and the receiver shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing.   (d) Avoidance of payments   If any amount paid by the Company in respect of the Financial Assistance or the Commitment Charge Financial Assistance is avoided or set aside on the liquidation or administration of the Company or otherwise, then for the purpose of this Indenture such amount shall not be considered to have been paid.   9. Further acquisition   (a) The Company hereby covenants with the Security Trustee that the Company shall, so long as the, Financial Assistance and the Commitment Charge Financial Assistance remains outstanding, promptly upon acquisition of any other immovable property in Maharashtra inform the Security Trustee and as soon as practicable thereafter at its own expense, without any demand on the part of the Security Trustee, the Term Lenders or the Commitment Charge Lenders, grant, convey, transfer, assign, secure and charge on the terms of these presents unto the Security Trustee to and for the, benefit of the Term Lenders by way of a first charge and to and for the benefit of the Commitment Charge Lenders by way of second and subservient charge, as and by way of additional security, such after acquired property or properties, rights and benefits in such property according to their respective tenures, and pending formal execution by the Company of assurances by way of additional security in favour of the Security Trustee for the benefit of the Term Lenders by way of first charge and the Commitment Charge Lenders ,by way of second charge, such after acquired property or properties shall be deemed to have always been comprised in these presents and accordingly all the provisions of this Indenture shall apply to such after acquired property.   (b) Any buildings and structures, machinery, plant, equipment, fixtures, articles and things which shall from time to time hereafter, during the continuance, of this security be erected or installed or be in or upon or about the premises  hereinbefore expressed to be hereby granted, transferred and assigned or fixed or  attached to any buildings or structures now standing or hereafter to be erected on the said premises and/or any part thereof respectively and situate, lying and being in the State of Maharashtra and used or intended to be used in connection with the business of the Company whether in substitution or replacement of or in addition to any buildings and, structures, machinery and plant, equipment, fixtures, articles and things now standing or being fix-ed or attached or used or Intended to be used in connection with the business of the Company Or otherwise shall be included in the present security and be subject to. the, trusts, provisions and covenants in these presents contained and the Company shall at its own costs forthwith vest the same in the Security Trustee.   10. Provision for redemption   If the Company shall have paid/repaid or discharged in full the Financial Assistance or the Commitment Charge Financial Assistance (as the case may be), the Security Trustee shall, with reasonable promptness, upon the written request and at the expense of the Company, reassign, re-transfer and release unto the Company or as the Company shall direct and do all such other things, as may be reasonably necessary to release from the security created hereunder, for the benefit of the Term Lenders or the Commitment Charge Lenders (as the case may be), without recourse and without any representation or warranty of any kind by or on behalf of the Security Trustee, such of the Mortgaged Premises or only such part of the Mortgaged Premises as constitute the security; as have not theretofore been sold or otherwise foreclosed, applied or released pursuant to this Indenture, Provided that such reassignment, retransfer or release of the security created under this Indenture shall not thereby affect or cause the reassignment, retransfer or release of any property or assets secured under any other mortgage or charge which ranks pad passu in point of security or otherwise.   12. Declarations and warranties   (a) In order to induce the Term Lenders and the Commitment Charge Lenders to enter into the respective Financing Documents and the Commitment Charge Financing Documents, and to induce the Term Lenders and the Commitment Charge Lenders to accept the present mortgage security, the Company has made the warranties set forth in the respective Financing Documents, the Commitment Charge Financing Documents and those stated in this Indenture. Relevant provisions of the respective Financing Documents and the Commitment Charge Financing Documents are hereby incorporated by reference (provided that if there is a waiver from time to time of any warranties under the Financing Documents or the Commitment Charge Financing Documents, there shall be deemed to be a like waiver hereunder) and made a part of this Indenture as if, such warranties and other relevant provisions were set forth in full herein.   (b) The Company acknowledges and accepts that the Term Lenders and the Commitment Charge Lenders agreed to enter into this Indenture on the basis of, and in full reliance of the warranties made herein.   (c) Security Trustee not to be under any obligation or liability:   Neither any assignment provided for or referred to in this Indenture nor the receipt by the Security Trustee of any payment pursuant to this Indenture including the insurances, shall cause the Security Trustee to be under any obligation or liability in respect of this Indenture including the insurances.   (d) Company to get in and realise claims:   The Company undertakes that at all times during the subsistence of the security created hereunder, but subject to the terms and conditions of the Security Documents, it shall get in and realise all claims in respect of the insurances. The Security Trustee to make such claims notwithstanding that no Event of Default under the Security Documents as occurred.   (e)Company to remain liable:   The Company shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Premises and the Security Trustee shall be under no obligation of any kind whatsoever, in respect thereof, to be under any liability whatsoever, to the Company to perform its obligations in respect thereof.   (f) The Company further confirms and warrants that:   (i) The Company is legally entitled and possessed of the corporate powers to execute, deliver and perform the terms and provisions of this Indenture and has taken all necessary corporate action to authorise the execution, delivery and performance by it of this Indenture; (ii) This Indenture when executed and delivered will constitute its legal, valid and binding obligation; (iii) Neither the execution and delivery by the Company of this Indenture, nor the Company's compliance with or performance of the terms and provisions hereof will contravene any provision of applicable law or any order, writ, injunction or decree of any court or any governmental authority (collectively, "Applicable Law") or will violate any provision of the Memorandum and Articles of Association of the Company or any agreement or other document by which, the Company (or any of its properties) may be bound; (iv) There are no encumbrances or obligation to create encumbrances on the Mortgaged Premises except those created by this Indenture; (v) The Company is lawfully possessed of a valid and subsisting freehold estate in and to the Property; and (vi) The provisions of this Indenture are effective to create in favour of the Security Trustee for the benefit of the Term Lenders and for the benefit of the Commitment Charge Lenders, a legal, valid and binding security expressed to be created in clause 5 on all of the property and, assets of the Company. on which the Company purports to grant charges pursuant hereto, including without limitation, a legal, valid and binding security over all Project Contracts, and all necessary and appropriate recordings and filings have been made In all appropriate public offices, and all other necessary and appropriate action has been taken so that this Indenture creates effective security on all right, title, estate and interest of the Company in the property, assets and revenues of the Company covered thereby, prior and superior to all other security, and all necessary and appropriate consents, licences, approvals, permissions and authorisations to the creation, effectiveness, priority and enforcement of such security have been obtained from relevant government authorities.   13. Covenants and permitted use   (1) The Company shall observe and perform each of the covenants set forth in the respective Financing Documents and the Commitment Charge Financing Documents, which covenants are hereby incorporated herein by reference (provided that any waivers or consents given from time to time under the Financing Documents and the Commitment Charge Financing Documents, shall be deemed to be given hereunder) and made a part of the Indenture as if such covenants and other relevant provisions were set forth in full herein.   (2) In addition to the covenants set forth in clause 13(l) subject to the terms of applicable law the Company does hereby further covenant that:-,   (a)Enter possession, etc.. -Following an Acceleration, then and in any such case it shall be lawful for the Security Trustee, to enter into and upon and take possession of the Specifically Mortgaged Premises and any future asset comprised in these presents and thenceforth the Company shall take no action inconsistent with or prejudicial to the. right of the Security Trustee as such for and for the benefit of the Term Lenders and the Commitment Charge Lenders quietly to possess, use and enjoy the same and to receive the Income, profits and benefits thereof, without interruption or hindrance by the Company or by any person or persons whomsoever, and upon the taking of such action, the Security Trustee shall be freed and discharged from or otherwise by the Company well and sufficiently saved and kept harmless and indemnified of from and against all former and other estates, title, claims, demands and encumbrances whatsoever.   (b)Further assurances.- The Company and all other persons lawfully or equitably claiming or being entitled to claim any estate right, title or further assurances, interest in, to or upon the Mortgaged Premises and any future assets comprised in these presents or any of them or any parts thereof respectively shall and will, from time to time and at all times, at the cost of the Company or the other person (as appropriate), execute, make and do or cause and procure to be executed,  made and done every such assurance, act and thing for converting any floating charge forming part of the security hereunder, into a fixed charge and for further and more perfectly assuring all or any of the Mortgaged Premises and any future assets comprised in these presents unto and to the use of the Security Trustee for the benefit of the Term Lenders and the Commitment Charge Lenders on the terms of these presents as shall be reasonably required.   (c)Payment of all taxes, rates, etc.. -The Company shall at all times during the continuance of these presents and the security hereby created, duly and punctually pay any imposts duties and taxes which become lawfully payable by the Company in respect of the Mortgaged Premises or any part thereof or the carrying out by the Company or maintenance of any business or operations thereon and shall prevent any part of such Mortgaged Premises from becoming charged with the payment of any Imposts duties and taxes lawfully payable by the Company pari passu with or in priority to the security created hereunder and shall punctually discharge all security which it creates and, which by the general law are lawfully payable by the Company and would or might come to rank pari passu with or in priority to the security created hereunder.   (d)Maintenance of assets.- The Company shall at all times and at its own cost and expense keep and maintain all buildings and erections forming part of the First Mortgaged Premises and all plant, machinery, fixtures, (including trade and tenant's fixtures) fittings and other equipment and effects thereon and therein forming part of the Specifically Mortgaged Premises in good and substantial repair and in good working order and condition and when necessary rebuild or renew the same and without prejudice to the generality of the foregoing, forthwith after service by the Security Trustee of any notice of defect or warrant of repair given pursuant to paragraph (e) below, repair and make good the same to the satisfaction of the Security Trustee.   (e)Inspection, repairs, etc.- The Company shall permit the Security Trustee and its representatives, servants and agents either alone or with workmen and others from time to time and at all reasonable times to enter into and upon the First Mortgaged Premises and any future assets to inspect the same and if there shall be any want of repair thereof or if the Security Trustee in its reasonable discretion considers any other works, matters, or things are required in order to preserve its security hereunder, then the Security Trustee shall give notice thereof to the Company calling upon the Company to repair or replace the same. Upon the Company's failure to do so within a reasonable period after receipt of such notice, it shall be lawful for, but not obligatory upon the Security Trustee to repair or replace the same or any part hereof at the expense of the Company.   Nothing herein contained shall be deemed to affect or prejudice the rights and powers of the Security Trustee or of the Term Lenders and the Commitment Charge Lenders or any of them under these presents including the right to call for the whole of the Financial Assistance or the Commitment Charge Financial Assistance as the case may be following an Acceleration.   (f)Rights and Liberties.- The Company doth hereby irrevocably grant full and free rights and liberty as and by way of easement to pass, re-pass and have unfettered access at all times to the Security Trustee and their successors-in-title over the vacant lands, hereditaments and premises or any part thereof charged by these presents in common with all other persons entitled to like rights at all time thereafter.   14. Specific actions   Without limiting the generality of the assurances and covenants hereinabove, the Company will promptly upon receiving a request from the Security Trustee   (a) execute a valid legal mortgage in English form (or in such other form as the Security Trustee shall require), of any freehold or leasehold properties or other interests in immovable property presently or in the future belonging to the Company in Maharashtra and which is not hereby effectively charged or secured; (b) execute a valid fixed charge In such form as the Security Trustee may require over any assets, forming the subject matter of the General Assets or the floating charge hereunder upon an Event of Default or Acceleration; (c) execute such documents as may be necessary or, in the opinion of the Security Trustee expedient to transfer to the Security Trustee to enable the Security Trustee to be registered as the holder, owner or proprietor or otherwise obtain legal title to any of the Specifically Mortgaged Premises, in each cases on the terms of these presents; (d) execute such further writings and take all such further actions, as may be necessary, for creating security on the terms of these presents over the Retention Accounts or in any account established in place or in lieu thereof, including any substituted security or any Authorised Investments made from such accounts, any insurance proceeds, Permits or such other tangible or intangible assets of the Company of the same category as are intended to be secured or charged under these presents; and (e) otherwise execute all transfers, conveyance, assignments, assurances and other instruments of security whatsoever and give all notices, orders, instructions and directions whatsoever which the Security Trustee may reasonably or by normal practice or by law require.   15. Additional Financial Covenants   The Company shall comply with the following obligations in addition and supplemental to the financial covenants and obligations of the Company as are already contained in the Financing Documents and Commitment Charge Financing Documents hithertofore entered into with the Term Lenders and the Commitment Charge Lenders viz.:   (i) Ensure that the First Mortgaged Premises charged hereunder continue to remain the absolute property of the Company and at the disposal of the Company save and , except to the extent of the mortgages, charges and encumbrances permitted to be created by and as are disclosed to the ,Term Lenders and the Commitment Charge Lenders. (ii) Ensure that all the First Mortgaged Premises are duly and effectively insured jointly in the name of the Company and the Security Trustee in accordance with the requirements of the Financing Documents and in respect of First Mortgaged Premises being charged, the name of the Security Trustee and any other person or institution having an insurable interest in the First Mortgaged Premises are duly endorsed as "Beneficiary"/"Loss Payee" on such insurance policies and all renewals thereof and that the conditions and stipulations provided for in the Financing Documents and the Commitment Charge Financing Documents in that behalf are duly and effectually observed and performed by the Company.   16. Enforcement   (1) The security created hereunder in favour of the Security Trustee for the benefit of the Term Lenders and the Commitment Charge Lenders shall become enforceable by the Security Trustee following an Acceleration. Notwithstanding any other provision of this Indenture, the security created in favour of the Security Trustee for the benefit of the Commitment Charge Lenders shall not be enforceable (whether by way of exercise of general enforcement powers herein, pursuant to clause 18, clause 20 or otherwise) without the consent of the Term Lenders to the extent the security created in favour of the Security Trustee for the benefit of the Term Lenders is subsisting.   (2) General Enforcement Powers:   At any time after the security shall have become enforceable, pursuant to the terms of any of the Financing Documents, the Commitment Charge Financing Documents or by the terms of this Indenture, the Security Trustee may, without prejudice to any other rights it may have and without prior notice to the Company:   (a) sell, call in, collect, convert into money or otherwise deal with or dispose off the Mortgaged Premises or any part thereof, on an instalment basis or otherwise and generally in such manner and upon such terms whatever, as the Security Trustee (in consultation with the Term Lenders and the Commitment Charge Lenders) may consider fit; (b) exercise any and all powers which a receiver could exercise hereunder or by law; (c) appoint by writing any Person or Persons to be a receiver of all or any part of the Mortgaged Premises, from time to time determine the remuneration of the receiver and remove the receiver (except where an order of the courts is required therefor) and appoint another in place of any receiver, whether such receiver is removed by the Security Trustee or an order of the court or otherwise ceases to be the receiver or one of two or more receivers; (d) substitute itself or its assignee for the Company under any or all of the Project Contracts and the Company's residual interest in the Trust and Retention Agreement; and (e) enter into and upon and take possession of the Mortgaged Premises and any future assets comprised in these presents and after the taking of such action the Company shall take no action inconsistent with or prejudicial to the right of the Security Trustee quietly to possess, use and enjoy the same and to receive the income, profits and benefits thereof without interruption or hindrance by the Company or by any Person or Persons whomsoever, and upon the taking of such action, the Security Trustee shall be freed and discharged from' or otherwise by the Company well and sufficiently saved and kept harmless and indemnified of, from and against all former and other estates, titles, claims, demands and encumbrances whatsoever, unless caused by the fraud, gross negligence or wilful misconduct of the Security Trustee or that of its officers or employees.   (3) Powers of the Security Trustee:   The Security Trustee shall have the authority to act upon and enforce the provisions of this Indenture in accordance with these presents or to adopt appropriate remedies in that behalf, at the direction of one or more Term Lenders and the Commitment Charge Lenders and may, in that behalf adopt remedies in relation thereto in different forums that are appropriate to each respective Lender and the Commitment Charge Lender, and shall exercise all powers under this Indenture in accordance with applicable law.   17.Expenses   All expenses incurred by the Security Trustee has occurred in connection with preservation of the Company's assets (whether then or thereafter existing) and collection of amounts due to the Term Lenders and the.Commitment Charge Lenders shall be payable by the Company and shall stand secured under these presents.   18. Sale without Intervention of court   PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:   (a) Subject to clause 18(b), following an Acceleration, it shall be lawful for the Security Trustee at any time, without any further consent of the Company, to sell, assign or concur with any other Person in selling, assigning the Mortgaged Premises and any future assets comprised under the present security or any part thereof either by pub% auction or private contract with the land, leasehold estate, buildings and structures separately therefrom, with liberty to make any arrangements as to removal of the pl to machinery, fixtures, fittings and other implements from the land, building and structures and with liberty also to make such conditions or stipulations respecting title or evidence title or other matters as the Security Trustee may deem proper, with power to buy or obtain assignment of the Mortgaged Premises at any sale and to resell or reassign the Mortgaged Premises at any sale by auction or to rescind or vary any contract for sale and to resell or reassign the Mortgaged Premises without being answerable or accountable for any loss or diminution occasioned thereby and with power also to execute assurances and give effectual receipts for the purchase money and do all other acts and things for completing the sale/assignment which the person or persons exercising the power of sale/assignment shall think proper, and the aforesaid power shall be deemed to be a power to sell and concur in selling the Mortgaged Premises without the intervention of the Court within the meaning of section 69 of the Transfer of Property Act, 1882;   (b) the power of sale and/or assignment hereinbefore contained shall not be exercised by the Security Trustee unless and until:   (i) default shall have been made by the Company in, payment of any principal or part thereof for the time being owing to the Term Lenders or the Commitment Charge Lenders for the space of three calendar months next after the notice, in writing required by sub-section (2) of section 69 of the Transfer of Property Act, 1882, requiring the payment of such amounts principal or any part thereof, as may for the time being be due shall have been served on the Company; or   (ii) interest on the Financial Assistance and the Commitment Charge Financial Assistance amounting at least to Rs. 500 (Rupees Five Hundred Only) shall be in arrears and remain unpaid for three months after becoming due;   (c) No purchaser or other person dealing with the Security Trustee and/or any receiver upon any sale purporting to be made in pursuance of the aforesaid power in that behalf, shall be bound or concerned to see or inquire whether either of the events mentioned in sub-clause (b) has happened or whether any default has been made in payment of any moneys intended to be hereby secured or whether any money remains owing on the security of these presents or as to the necessity or expediency of the stipulations, subject to which such sale and/or assignment shall have been made or otherwise as to the propriety or regularity of such sale and/or assignment and notwithstanding any impropriety or irregularity whatsoever, in any such sale and/or assignment the same shall as regards the safety and protection of ft purchaser or purchasers be deemed to be within the aforesaid power in that behalf and be valid and effectual and the remedy of the Company in respect of any breach of any of the clauses or provisions hereinbefore contained or of any impropriety or irregularity whatsoever in any such sale and/or assignment shall be in damages only;   (d) All other provisions and trusts ancillary to the power of sale which are contained in section 69 of the Transfer of Property Act, 1882, shall apply to this security as if the same were incorporated herein; and   (e) Upon any such sale/assignment as aforesaid the receipt by the Security Trustee for the purchase money shall effectually discharge the purchasers or purchaser there from and from being concerned to see to the application thereof or being answerable for the loss or misapplication thereof.   19. Non-applicability of certain provisions of the Transfer of Property Act   (a) Section 67A. -The provisions of section 67A of the Transfer of Property Act, 1882, shall not apply to these presents and the Security Trustee notwithstanding that the Security Trustee may hold two or more mortgages executed by the Company including of these presents in respect of which the Security Trustee has the right to obtain the kind of the decrees under section 67 of the Transfer of Property Act and shall be entitled to sue and it maintain such decree on any of such mortgages without being bound to sue on all such mortgages in respect of which the mortgage moneys shall have become due; (b) Continued Possession.- It shall be lawful for the Company to retain possession of and use the Mortgaged Premises until the Security Trustee shall be entitled to take possession thereof under these presents and shall take possession thereof accordingly; and (c) Section 65A.- The Company shall while in lawful possession of the Mortgaged Premises have no power to make leases thereof, save and except in pursuance of the terms of the Financing Documents and the Commitment Charge Financing Documents, and with the consent in writing of the Security Trustees first had and obtained (which consent the Security Trustee shall not be bound to give) on such terms and conditions as the Security Trustee shall in their absolute discretion consider fit and the provisions of section 65A of the Transfer of Property Act, 1882, shall not apply.   20. Appointment of receiver   I. Subject to the observance of such restrictions as may be imposed by section 69A of the Transfer of Property Act, 1882, or any other applicable statutory provisions, the Security Trustee at any time after the security hereby constituted, shall have become enforceable may by writing appoint as receiver of the Mortgaged Premises or any part thereof one or more persons entities or any Authorised Officer or Officers of such person and may remove any receiver so appointed and appoint another in his stead.   II. Status, Powers and Remuneration of receiver   (a) Appointment of any receiver may be made either before or after the Security Trustee shall have entered into or taken possession of the Mortgaged Premises; (b) Such receiver may, from time to time, be invested with such of the rights, powers, authorities and discretions exercisable by the Security Trustee set forth herein or under law or as the Security Trustee may think expedient including the following rights, powers and authorities: (i) to enter upon or take possession of, collect, and get into all or any part of the Mortgaged Premises and for that purpose to take any proceedings and enforce any order or judgment in the name of the Company or otherwise as the receiver shall consider fit; (ii) to manage or carry on or concur in carrying on the business of the Company in relation to the Mortgage Premises as the receiver shall consider fit; (iii) to make any arrangement or compromise between the Company and any other person or pay any compensation or incur any obligation which the Security Trustee or the receiver shall consider fit; (iv) for the purpose of exercising any of the powers, authorities and discretions conferred on it by this  Indenture and/or defraying any costs or expenses which may be incurred by it in the exercise thereof or for any other purpose, to borrow moneys on the security of the Mortgaged Premises on such terms (with or without security) as the receiver or the Security Trustee shall consider fit and so that, with the prior written consent of the Security Trustee, any such security may be or include a charge on the whole or any part of the Mortgaged Premises ranking wholly or partly in priority to or pari passu with the security created hereunder; (v) to assign, sell, lease, license, grant options to sell, deal with or manage or concur in assigning, selling, leasing, licensing, granting options to sell, dealing with or managing and to vary, terminate or accept surrenders of leases, licenses or tenancies of or otherwise dispose of any part of the Mortgaged remises in such manner and generally on such terms and conditions as the Security Trustee or the receiver shall consider fit and to carry any such transactions into effect in the name of and on behalf of the Company or otherwise; (vi) to make, effect and do all maintenance, repairs, developments, reconstructions, improvements,   furnishings, equipment, insurances, alterations or additions to or in respect of the Mortgaged Premises and maintain, renew, take out or increase insurances in the interest of the Security Trustee for maintaining the value of the Mortgaged Premises, in every such case as the Security Trustee or the receiver shall consider fit; (vii) to obtain all clearances, planning, consents and permissions, building regulations, approvals and any other consents or licenses necessary, or appropriate to carry out any of the matters referred to in this Indenture or otherwise as the Security Trustee or receiver shall consider fit; (viii) to redeem any prior encumbrance and settle and pass the accounts of the encumbrances so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed to be an expense properly incurred by the receiver; (ix) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any Person or body who is or claims to be a creditor of the Company or relating in any way to the Mortgaged Premises or any part thereof; (x) to bring, prosecute, enforce, defend and discontinue all such actions and proceedings in relation to the Mortgaged Premises or any part thereof as the receiver shall consider fit; (xi) to implement or continue the development of (and obtain all clearances and other consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Mortgaged Premises and do all acts and things Incidental thereto,-, (xii) to do all such things and take all such actions as may be required in order to ensure the continued safe, efficient and economic operation of Project; (xiii) to do all such other acts and things (including, without limitations, signing and executing all documents and deeds) as may be considered by the Security Trustee or receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise Incidental or conducive to the preservation, improvement or realisation of the Mortgaged Premises; and (xiv) to exercise all such other power and authority as the Security Trustee shall consider fit to confer and so that the Security Trustee may in relation to such part of the Mortgaged Premises as is the subject to the security expressed to be created hereunder confer any powers and authorities which it could give if it were an absolute beneficial owner thereof.   (c) Unless otherwise directed by the Security Trustee such receiver may exercise all the rights, powers, authorities and discretions herein or by law vested in the Security Trustee; (d) Such receiver shall exercise its powers, authorities and discretion from time to time in accordance with instructions made and given by the Security Trustee; (e) Subject to the provisions of section 69A of the Transfer of Property Act, 1882, the Security Trustee may from time to time fix the remuneration of such receiver and may direct payment thereof out of the Mortgaged Premises; (f) The Security Trustee from time to time and at any time, may require any such receiver to give security for the due performance of its duties as such receiver, and may fix the nature and amount of security to be so given, but the Security Trustee shall not be bound in any case to require any such security; (g) The Security Trustee shall be in no way responsible for any misconduct, misfeasance, malfeasance or negligence on the part of any such receiver and shall be in no way liable for or in respect of any debts or other liabilities incurred by any such receiver whether the Company shall or shall not be in liquidation; (h) All the powers, provisions and trusts contained in section 69A of the Transfer of Property Act, 1882, shall apply to the receiver appointed under this Clause; and (i) Every receiver appointed under the provisions hereof shall be deemed to be the agent of the Company and the Company shall be solely responsible for such receiver's acts and defaults and for his remuneration.   21. Not Mortgages-in-Possession   Without prejudice to the generality of clause 22, the Company does hereby expressly agree with the Security Trustee that neither the Security Trustee nor any receiver appointed as aforesaid shall, by reason of the Security Trustee or such receiver entering into or taking possession of the Mortgaged Premises or any part thereof, be liable to the Company to account as a mortgagee-in-possession for anything except actual receipts or be liable for any loss or for any default or omission for which a mortgagee-in-possession might be liable.   22. Protection of Security Trustee and receiver: Limitation of Liability   Neither the Security Trustee nor any receiver shall be liable in respect of any loss or damage (to the extent not caused by the Security Trustee's fraud, gross negligence or wilful default) which arises out of the exercise or the attempted or purported exercise of or the failure to exercise any of their respective rights, powers, authorities, discretions and trusts that may be vested in the Security Trustee.   23. Costs and Expenses   (a) The Company shall, upon notice from the Security Trustee pay or reimburse to the Security Trustee all fees for services performed by the Security Trustee, all out of pocket, and travelling expenses and other costs, charges and expenses in any way incurred by the Security Trustee its officers, employees or agents in connection with the negotiation, preparation, execution, modification or amendment of or the preservation, protection or release of the rights of the Security Trustee, the Term Lenders and the Commitment Charge Lenders under these presents and/or any documents or instruments contemplated or in connection with or relating to these presents including, without limitation, costs of investigation of title, travelling expenses and legal fees for drafting, stamping and registration of the documents and any other expenses pursuant to this Indenture, and further covenants and agrees to indemnify the Security Trustee, the Term Lenders and the Commitment Charge Lenders against all actions, proceedings, costs, charges, expenses, claims and demands whatsoever which may be brought or made against or incurred by any or both of them in respect of any matter or thing done or omitted to be done without their wilful default or gross negligence in respect of or in relation to the Mortgaged Premises.   (b) Legal Fees and Expenses.- The Company shall pay all legal fees, costs, charges, and expenses of the external legal counsel of the Security Trustee, each of the Term Lenders and the Commitment Charge Lenders and all such sums incurred or paid by the Security Trustee, the Term Lenders and/or the Commitment Charge Lenders or either of them in connection with and incidental to or in connection with these presents and incurred as well for the assertion or defence of the rights of the Security Trustee as such for and for the benefit of the Term Lenders and/or the Commitment Charge Lenders as for the protection and security of the Mortgaged Premises and for the demand, realisation and recovery of the Financial Assistance and/or the Commitment Charge   Financial Assistance shall be added to the Financial Assistance and the Commitment Charge Financial Assistance respectively and be secured hereby.   24. Stamp Duty and Reimbursement of Expenses   (I)Stamp Duty and Other Fees on Execution, Registration, etc.   The Company shall pay all stamp duty, other duties, taxes, fees, penalties or other charges payable on or in connection with the execution, issue, delivery, registration of this Indenture, the Security Trustee Agreement and any document, act and registration performed pursuant hereto, if and when the Company may be required to pay the same according to any of the Financing Documents, Commitment Charge Financing Documents or according to the laws for the time being or at any time in force in the state in which its properties are situated.   (II) Reimbursement obligations   All reasonable costs, expenses, charges and fees paid or incurred by the Security Trustee in the exercise of any of the rights, remedies or powers granted hereunder, or under the Security Trustee Agreement including without limitation, for payment of any costs, expenses, charges or fees in this Clause shall. be for the account of the Company and the Company undertakes promptly on demand to pay the same or, as the case may be to reimburse the Security Trustee or its authorised agents, representatives, successors and assignees for any such monies paid by the Security Trustee or any of them with interest thereon at the rate of interest of XYZF as defined in the Loan Agreements from the date the Company receives notice thereof from the Security Trustee and/or its agents, representatives, successors and assigns until reimbursed by the Company, and all such sums and costs shall be added to the Financial Assistance or the Commitment Charge Financial Assistance (as the case may be) and be secured under these presents.   25. Attorney   (a) Appointment.- If, (and for so long as) an Event of Default has occurred and is continuing or has not been waived, for all or any of the aforesaid purposes, the Company hereby irrevocably appoints the Security Trustee as well as each receiver to be appointed under these presents to be its attorney or attorneys, and in the name and on behalf of the Company to act and execute all deeds and things which the Company is authorised to execute and do under the covenants and provisions herein contained and generally to use the name of the Company in the exercise of all or any of the powers by the so presents or by law conferred on the Security Trustee or any  receiver appointed by such Security Trustee and al so to execute on behalf of the Company, at the cost of the Company the powers hereunder or by law conferred on the Security Trustee or any receiver appointed by it and also to execute on behalf of the Company, at the cost of the Company such documents and deeds as may be necessary to give effect to the provision§ referred to hereinabove and also for preservation, enforcement and realization of the security and the Company shall bear the expenses that may be Incurred by the Security Trustee or any receiver in that behalf.   (b) Ratification.- The Company covenants with the Security Trustee to ratify and confirm all acts or things made done or executed by any attorney as contemplated by clause 25(a) hereinabove.   26. (1) Application of monies   All monies received by the Security Trustee or any receiver appointed under these presents, whether prior to or as a result of the enforcement of the security constituted hereunder, shall be held upon trust and shall be applied by the Security Trustee (except as otherwise required by law) in the first place, to reimburse themselves and pay, retain or discharge all the costs, charges and expenses incurred in or about the entry, appointment of receiver, calling in, collection, conversion or the exercise of the powers and trusts under these presents including their and the receiver's remuneration as herein provided and shall apply the residue of the aforesaid monies, subject to the rights of the other first pad passu charge holders:   (a) Firstly, in or towards payment of. the Financial Assistance to the Term Lenders whether the same shall be due or not, (b) Secondly, in or towards payment of the Commitment Charge Financial Assistance to the Commitment Charge Lenders whether the same shall be due or not and pay all other sums secured hereby; and (c) Thirdly, to pay the remainder of said proceeds if any to the Company.   (2) Liability to Term Lenders and the Commitment Charge Lenders for Deficiency   The Company shall remain liable to the Term Lenders and the Commitment Charge Lenders for any deficiency.   27. Waiver   (1) No Implied waiver or Impairment-No delay or omission of the Security Trustee or any receiver in exercising any right, power or remedy accruing of the Security Trustee upon any default hereunder, shall impair any such right power or remedy or be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Security Trustee or any receiver in respect of any default or any acquiescence by it, in any default, affect or impair any right power or remedy of the Security Trustee in respect of any other defaults nor shall any single or partial exercise of any such right power or remedy preclude any further exercise thereof or the exercise of any other right power or remedy. The rights and remedies of the Security Trustee herein provided are cumulative and not exclusive of any rights or remedies provided by law or equity or in any of the other Financing Documents, the Commitment Charge Financing Documents or the Security Documents.   (2) Express Waiver.- A waiver or consent granted by the Security Trustee under this Indenture will be effective only if given in writing and then only in the instance and for the purpose for which it is given.   28. Communications   (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 the Company shall be:   ABC Power General Company Limited …………..…………..………….. …………..…………..………….. Mumbai 400021 Fax No. The address for service of the Security Trustee shall be: "XYZF PLAZA …………..………….. …………..………….. …………..………….. Mumbai - 400001 Facsimile No. 022 ..............   (ii) All notices shall be effective upon actual receipt, save that, where a notice is transmitted by facsimile and is actually received after 5.30 p.m. on a business day or on a day that is not a business day for the receiving party, such notice shall be deemed to be received on the first business day following the date transmitted by facsimile to the receiving party's facsimile number. 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, by courier or by mail to the addressee of such notice or communication.   (iii) 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.   29. Provisions severable   Every provision contained in this Indenture shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way -affected or impaired thereby.   The Company doth hereby confirm the provisions of clause 12 hereof and undertakes that during the subsistence of the security created by the Company in favour of the Security Trustee the Company shall not do or suffer to be done or be party or privy to any act, deed, matter or thing which may, in anywise, prejudicially affect the securities and the rights created in favour of the Security Trustee acting for and on behalf of and for the benefit of the Term Lenders and the Commitment Charge Lenders.   If there is any inconsistency between (i) the rights and obligations of the Company in relation to the Security Trustee under these presents and (ii) the rights and obligations of the Company in relation to the Financing Documents or the Commitment Charge Finance Documents the provisions of these presents shall be deemed modified so that the rights and obligations of the Company under these presents are consistent with the rights and obligations of the Company under the Financing Documents or the Commitment Charge Financing Documents, as the case may be.   30. Governing law   This Indenture shall be governed by and construed in accordance with Indian law.   IN WITNESS WHEREOF the Common Seal of the Company has been hereunto and to the counterparts hereof affixed and the Security Trustee has caused these presents and the counter-parts hereof to be executed by its duly authorised officer the day and year first hereinabove written.   The Common Seal of the within named)   ABC POWER GENERATION COMPANY LIMITED    has been hereunto affixed pursuant to a Resolution    of its Board of Directors passed on the day of   ........... 1 2000 in the presence of Mr .    Director and Mr . the Compan~   Secretary who have all subscribed their signature   hereto in token thereof in the presence of:   1 . ......................................   2 . ......................................   Signed and delivered by the within named THE   XYZ FINANCE COMPANY LTD, as Security   Trustee, by the hand of Mr . ................................   its ........................ in the presence of:   1 . ........................................   2 . .........................................     SCHEDULE I PART A THE TERM LENDERS (Rupees in crore) (US $ in Million) Sr.   Amount of Amount of No. Name of the Lender/address Rupee Foreign     Loans/NCDs Currency Loans 1 . The XYZ Finance Company Ltd.,   US$   ............................... Mumbai- 400001     2. STR Development Bank   US$   Mumbai - 400 023.     3. Power Finance Corporation Limited,   US$   ............................. New Delhi-I 10001     4. AAA Insurance & Company Ltd.,       ............................... Mumbai - 400 021.     5. BBB Finance & Insurance Company Ltd.,       ............................. MUMBAI - 400 020.     6. ABC Insurance Co. Ltd.,       ............................. Mumbai - 400 001     7. XYZ Insurance & Finance Co. Ltd.,       ............................. New Delhi-1 10002     8. MNO Insurance Company Limited,       .............................. Calcutta - 700 001     9. UXY Insurance Company Limited,       .............................. Chennai - 600 014     10. ABC Bank   us   .............................. Mumbai     11. DEF Bank       ………….. Mumbai   - 12. GHI Bank       ........................... Mumbai     13. The JKL Bank Limited,       .................. Branch,       Mumbai - 400 003       TOTAL (in US$) …………..   US$   (In Rupees)     PART B GUARANTORS Guarantee Assistance's   (Rupees in crore) (US $ in Million) Sr.   Amount of No. Name of the Lender/address Guarantee     Assistance 1  XYZ Finance Company Ltd.,     ....................... US$*   Mumbai (      )* 2.  STR Development Bank     ………….. US$   ………….. MUMBAI - 400 005. (     )* 3. ABC Bank     ............................... . us $   ………….. Mumbai (     )*     PART C COUNTER GUARANTORS Guarantee Assistance Sr.   Amount of Guarantee No. Name of the Lender/a:ddress Assistance by way of     counter guarantee 4 DEF Bank US$   ...................... Branch,     Mumbai 400 003   5 GHI Bank US $   ...................... Mumbai 400 003   6 The JKL Bank Limited, US $   ............... Bazar Branch     Mumbai 400 003     TOTAL (in US$) US$^   (in Rupees) (    ) ^   PART D COMMITMENT CHARGE TERM LENDERS AND COMMITMENT CHARGE DEBT   (Rupees in crore) Sr.   Amount of Commitment No. Name of the Lender/address Charges Guarantee     Assistance 1 .  The JKL Bank Limited,     .................. Bazar Branch     Mumbai - 400 003   2. Commitment Charge Lenders     SCHEDULE2 FIRST MORTGAGED PREMISES   Commercial Complex No., admeasuring…………..…………..sq. ft. of built up area on first floor of the building constructed on the Plot No …………..situate lying and being in Registration District…………..Registration Sub-District …………..Village ………….., Taluka …………..Mumbai - 400 097.   together with fixtures and fittings thereon, both present and future.   SCHEDULE3 PROJECT CONTRACTS   1. The Offshore Equipment Supply Contract, dated February 1, 2000. 2. The Offshore Engineering and Technical Assistance Contract, dated February 1, 2000. 3. The Onshore Equipment Supply Contract, dated February 1, 2000. 4. The Onshore Civil and Construction Services Contract, dated February 1, 2000. 5. Co-Ordination Agreement, dated February 1,2000. 6. Amendments to the EPC Contracts, dated February 1, 2000. 7. Performance Bond. 8. Operation and Maintenance Agreement, dated October 06, 2000 9. The Fuel Supply Agreement, dated January 19, 2000. 10. The Power Purchase Agreement, dated March 31, 1999; 11. The Water Supply Agreement, dated January 23, 2000 between the Company and the Irrigation Department of the Government of Maharashtra. 12. Effluent Discharge Agreement, dated January 23, 2000. 13. [Escrow Agreement, dated July 27, 2000.] 14. Guarantee of Government of Maharashtra, dated August 7, 1999. 15. Other agreements entered into or to be entered into by the Borrower in respect of the Project. 16. Insurance Policies.   SCHEDULE4 THE PROJECT   The Borrower proposes to set up a liquid fuel based combined cycle power project of an installed capacity approximately …………..MW (ISO) at  Industrial Development Area, District…………..in the State of Maharashtra. The plant comprises of two gas turbine units of approximately…………..MW each and a steam turbine of approximately…………..MW. SCHEDULE5 PART A LOAN AGREEMENTS   1. Subscription Agreement between the Borrower and XYZ Finance Company Limited, dated November 26, 2000 2. Rupee Term Loan Agreements between the Borrower and: (i) Rupee Loan Agreement between the Borrower and Power Finance Corporation, dated December 4, 2000; (ii) Rupee Loan Agreement between the Borrower and the AAA Finance and Company Ltd., dated December 1, 2000; (iii) Rupee Loan Agreement between the Borrower and the BBB Insurance and Finance Company Ltd., dated December 1, 2000; (iv) Rupee Loan Agreement between the Borrower and The JKL Bank Limited, dated December 2, 2000; and (v) Rupee Loan Agreement between the Borrower and DEF Bank, dated December 2,2000. 3. Foreign Currency Loan Agreements: (i) Foreign Currency Loan Agreement between the Borrower and ABC Bank, dated December 5, 2000; (ii) Foreign Currency Loan Agreement between the Borrower and the STR Development Bank, dated December 5, 2000; (iii) Foreign Currency Loan Agreement between the Borrower and the XYZ Finance Company Ltd., dated November 26, 2000; (iv) Foreign Currency Loan Agreement between the Borrower and Power Finance Corporation Limited, dated December 4, 2000; and (v) Foreign CUrrency Loan Agreement between the Borrower and The Export Import Bank of Hong Kong, dated November 26, 2000.   PART B GUARANTEE AGREEMENTS   1. Guarantee Agreements:   (i) Guarantee Agreement, dated November 26, 2000 between the Borrower and the XYZ Finance Company Ltd.; (ii) Guarantee Agreement, dated December 5, 2000 between the Borrower and ABC Bank; (iii) Guarantee Agreement, dated December 5, 2000 between the Borrower and the STR Development Bank; (iv) Guarantee Agreement, dated November 30, 2000 between the Borrower and GHI Bank; (v) Guarantee Agreement, dated December 2, 2000 between the Borrower and DEF Bank;and I (vi) Guarantee Agreement, dated December 2, 2000 between the Borrower and The JKL Bank Limited.   PART C COMMITMENT CHARGE FINANCING DOCUMENTS   1. The JKL Bank Limited, Commitment Charge Guarantee Agreement, dated December 2, 2000. 2. Guarantee Agreement executed or to be executed with Commitment Charge Lenders for Commitment Charge Guarantee of Rs. 17.00 crores.

BEFORE THE HON'BLE COURT OF…………………..  Case No. ………………… of ………. (Under Section 145, Cr.P.C.) District…………………. Sri. ….……………….. S/o ……………….. R/o ………………….. P.S. ………………. District ……………. ………...... … Applicant Versus Sri ……………… S/o ………………….. D/o ……………………… P.S.………………. District ……………. ………......  … Opposite party To The Hon'ble Judge of the aforesaid Court. The humble petitioner most humbly showeth as under: 1. That the applicant is in possession of House No. …………….. situated at …............................ for last………… years. 2. That the opposite party, on the basis of an alleged sale-deed, dated .................. is trying to dispossess the applicant from the disputed house. 3. That on account of illegal interference by the opposite party into the peaceful possession of the applicant over the house in dispute, a dispute likely to cause breach of peace has arisen. 4. That despite the F.I.R. lodged by the applicant regarding the illegal interference by the opposite party the opposite party could not be deterred due to the inaction of the police. 5. That thus the applicant is compelled to resort to the legal proceedings before this Hon'ble Court. 6. That all the deeds and papers showing the exclusive possession of the applicant over the disputed house are annexed herewith. PRAYER It is, therefore, most respectfully prayed that the Hon'ble Court may be pleased to draw up proceedings under Section 145, Cr.  P.C. and may also be pleased to pass such other and further orders as it deems fit in the circumstances of the case. Date……… Advocate for the Applicant Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)

LETTER OF UNDERTAKING FROM WHOLE-TIME DIRECTOR(S) HOLDING OFFICE OF PROFIT REGARDING PAYMENT OF COMMISSIOWCOMPENSATION, ETC.   Place:Mumbai Date: November……2000 The XYZ Finance Company Ltd., …………..…………..………….. ...................... …………………. Mumbai 400001 Dear Sirs,   Re: Ws. ABC Power Generation Company Limited - Foreign Currency Loan of US$ ........million equivalent to Rs . …………..crore Sanctioned to the Company.   You have sanctioned Foreign Currency Loan of US$………….. million equivalent to Rs. …………..crore to M/s. ABC Power Generation Company Limited, of which I am the Managing Director & CEO on the terms and conditions contained in the Foreign Currency Loan Agreement dated…………..entered into by you with the said Company.   2  In consideration of the said facility/facilities granted by you to the said Company and in pursuance of the provisions contained in section 7.5 of Article VII of the said Foreign Currency Loan Agreement, I hereby declare and undertake as follows:   (I)That except under the provisions of the Companies Act, 1956, and during the term or terms of my office approved by the Central Government from time to time, I shall not resign from my office without your prior written consent during the term or terms of my office.   (II)That so long as any monies remain due and owing by. the said Company to you, I shall not without your prior written approval receive commission in any year unless the instalments of principal and other monies due to you have been paid or suitable provision for the payment thereof has been made to your entire satisfaction.   (III)That in the event of inadequacy or absence of profit of the said Company, I shall not receive any commission except the minimum remuneration fixed or to be fixed by the Government of India from time to time.   (IV)That in the event of loss of my office as Whole-time Director for any reason whatsoever, I shall not without your prior written. approval receive any compensation, if there is any default on the part of the said Company in the payment of any instalment or instalments of principal sum and interest and other monies due and owing by the said Company to you at that event.   (V)That a breach of any of the aforesaid undertakings shall be deemed to be a breach of the terms and conditions contained in the Foreign Currency Loan Agreement dated…………..entered into by you with the said Company and  you shall be at liberty to take such action against me and/or said Company as may be deemed fit by you.   Yours faithfully, (ABC) Managing Director & CEO   Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-)

Draft of appointment of enquiry officer   To    ............................................................ .............................................................. .............................................................. SUBJECT: Appointment as Enquiry officer Dear Sir,   This is to inform you that a charge sheet dated...... Was served on Shri.................... (give name and address), the reply to which is submitted on.............. Since the explanations submitted were not satisfactory by the management, we wanted to hold an enquiry into the charges mentioned in the aforesaid charge sheet.   We have the pleasure to appoint you as the enquiry officer to conduct this enquiry into the alleged charges against .You are requested to hold the enquiry during the duty hours on any day as convenient to you preferably in three months and send us your findings to us    Kindly inform Sh.................. regarding the date, time, and place of the enquiry and forward us a copy of the same. An inquiry should be held according to principles of natural justice and our standing orders.   Copies of the charge sheet and explanations of the employee are enclosed   Kindly also send your consent to be the enquiry officer for this enquiry. .   Thanking you,   Yours Sincerely, For......................................     (AUTHORISED SIGNATORY) Dated:................................ Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-)

PETITION FOR REMOVAL OF GUARDIAN  In the Court of the District Judge, _________. Misc. Application No. _________ of 20 _________ In Civil Miscellaneous Petition No. _________ of 20 ______. In the matter of _________  minor aged _________ son of _________ resident of _________ ……………………………..……Guardian ,,,,,,,,,,,,,,,,, _________. Applicant.   Application under Section 39, Guardians and Wards Act. The applicant abovenamed humbly submits—  1. That ………………………………..………... abovenamed was appointed guardian of the person and property of the abovenamed minor by an order of this Court dated _____________ in this case.  2. That the said ……………………………………………. has not been keeping good health ever since he was appointed guardian of the minor.  3. That on account of his ill health the said ……………………………..………….. is incapable of performing the duties of his trust and has continuously failed to discharge his duties.  4. That it is in the interests of justice that the said ……………………..……….. be removed from the office of guardian of the minor and some other suitable person be appointed guardian in his place.  It is, therefore, prayed that …………………….……………. appointed guardian of the minor by this Court be removed and in his place some other suitable person be appointed guardian of the minor and of his property.  Dated _________  ………………….. ……………………Applicant .    Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)