Common use of Escrow Account Clause in Contracts

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement, including without limitation any Insurance Proceeds; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account;; and (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Authority (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the Agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Lenders, for a period until the end of Concession Period.. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, all User Charges, compensation payable by the Authority upon termination of this Agreement pursuant to Article 16), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide Monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, including collection of User Charges, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Authority in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the ‘Project Monitoring & Supervision Consultants’, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Authority under this Agreement, including the Lease Rental, Additional Development Premium, Annual enhancement in the Six Months Advance Lease Rental Deposit deposits, Charges and expenses, in terms with the Agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Vijayawada Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Authority. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Authority on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Authority. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Authority for payments due and payable by the Concessionaire to the Authority hereunder, including the Lease Rental, the Master Servicer shall pay to Revenue Share, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items;; 109 (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. The Master Servicer mayConcessionaire shall maintain an escrow account with a bank approved by the Senior Lenders (“Escrow Account”), during the subsistence of this Agreement and enter into an agreement substantially in the format prescribed in Appendix 13 with such bank to ensure that all proceeds for financing the Project and all revenues and other receipts arising from time the Project and under any agreements, including this Agreement received by the Concessionaire are deposited into such Escrow Account. Provided, the Concessionaire shall not deposit any amounts including the cesses and duties collected by it from the users on behalf of the Concessioning Authority or such other authority in accordance with Article 8.2 here of or pursuant to any other instructions in respect thereof in the Escrow Account and shall deposit the same in a separate account dedicated for the same and maintained by it in trust for the Concessioning Authority or such other authority. (a) Withdrawals and appropriations during the Concession Period, at any relevant time, withdraw from the Escrow Account for shall be in the following purposesorder of priority: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums for all taxes due and comparable itemspayable by the Concessionaire; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections towards payment of Escrow Payments thereunder;Annual Concession Fee (iii) to refund towards amounts payable under Deemed Performance Guarantee after COD (iv) all construction/implementation expenses relating to the Mortgagor Project/Project Facilities and Services, subject to limits if any funds as may set out under the Financing Documents; (v) all expenses relating to operations and management of the Project/Project Facilities and Services, subject to limits if any set out under the Financing Documents; (vi) towards its debt service obligations under the Financing documents (vii) towards payment of percentage share in Gross Revenue and other sums payable to the Concessioning Authority and liquidated damages, if any; (viii) towards any reserve requirements in accordance with the Financing Documents; and the Concessionaire shall be determined at liberty to withdraw any sums outstanding in the Escrow Account after all the aforesaid payments due in any Quarter have been made and/or adequate reserves have been created in respect thereof for that Quarter. Provided, upon issuance of Termination Notice and/or suspension of the Concessionaire in accordance with the provisions of this Agreement, withdrawal from the Escrow Account shall be overagesmade only in accordance with the written instructions of the Concessioning Authority and the Senior Lenders. (b) All amounts standing to the credit of the Escrow Account at the end of the Concession Period including amounts credited to the Escrow Account towards compensation payable in accordance with Article 17 shall be appropriated in the following order of priority: (i) towards taxes and statutory dues payable by the Concessionaire; (ii) towards amounts payable under Deemed Performance Guarantee after COD (iii) compensation to Senior Lenders in terms of the Financing Documents towards discharge of the Concessionaire’s liability under such Financing Documents; (iv) for transfer all amounts due to the Collection Account Concessioning Authority and amounts payable towards transfer of the Project Facilities and Services by the Concessionaire in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) and the Concessionaire shall be at liberty to transfer to the Collection Account withdraw any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds sums outstanding in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds after all the aforesaid payments due have been made and/or adequate reserves have been created in the Escrow Account, respect thereof to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any satisfaction of the other purposes set forth aboveSenior Lenders and the Concessioning Authority.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections late collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Custodial Account in accordance with the terms of this Servicing Agreement, including without limitation any Insurance Proceeds; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account;; and (vii) to clear and terminate the Escrow Account on the termination of this Servicing Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Authority (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the Agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Lenders, for a period until the end of Concession Period. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, all User Charges, compensation payable by the Authority upon termination of this Agreement pursuant to Article 16), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, including collection of User Charges, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Authority in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the ‘Project Monitoring & Supervision Consultants’, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Authority under this Agreement, including the Lease Rental, Additional Development Premium, Annual enhancement in the six months advance Lease Rentals deposits, Charges and expenses, in terms with the Agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Vijayawada Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Authority. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Authority on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Authority. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Authority for payments due and payable by the Concessionaire to the Authority hereunder, including the Lease Rental, the Master Servicer shall pay to Revenue Share, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.

Escrow Account. The Master Servicer mayConcessionaire shall maintain an escrow account with a bank approved by the Lenders (“Escrow Account”), during the subsistence of this Agreement and enter into an agreement substantially in the format prescribed in Appendix 16 with such bank to ensure that all proceeds for financing the Project and all revenues and other receipts arising from time the Project and under any agreements, including this Agreement received by the Concessionaire are deposited into such Escrow Account. Provided, the Concessionaire shall not deposit any amounts including the cesses and duties collected by it from the users on behalf of the Concessioning Authority or such other authority in accordance with Article 8.2 hereof or pursuant to any other instructions in respect thereof in the Escrow Account and shall deposit the same in a separate account dedicated for the same and maintained by it in trust for the Concessioning Authority or such other authority. (a) Withdrawals and appropriations during the Concession Period, at any relevant time, withdraw from the Escrow Account for shall be in the following purposesorder of priority29 : (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums for all taxes due and comparable itemspayable by the Concessionaire; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections towards payment of Escrow Payments thereunderLicense Fee; (iii) to refund all construction/implementation expenses relating to the Mortgagor Project/Project Facilities and Services, subject to limits if any funds as may be determined to be overagesset out under the Financing Documents; (iv) for transfer all expenses relating to operations and management of the Collection Account in accordance with Project/Project Facilities and Services, subject to limits if any set out under the terms of this AgreementFinancing Documents; (v) for application to restoration or repair towards its debt service obligations under the Financing 29 This provision would be discussed at the pre-bid stage and any reasonable requests of the Mortgaged Propertybidders and the lenders would be taken into account with respect to the priority. Documents; (vi) to pay towards payment of Royalty and other sums payable to the Master ServicerConcessioning Authority and liquidated damages, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Accountif any; (vii) towards any reserve requirements in accordance with the Financing Documents; and the Concessionaire shall be at liberty to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account withdraw any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds sums outstanding in the Escrow Account is insufficientafter all the aforesaid payments due in any Quarter have been made and/or adequate reserves have been created in respect thereof for that Quarter. Provided, upon issuance of Termination Notice and/or suspension of the Concessionaire in accordance with the provisions of this Agreement, withdrawal from the Escrow Account shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay be made only in accordance with the written instructions of the Concessioning Authority and the Lenders. (b) All amounts standing to itself any excess interest on funds the credit of the Escrow Account at the end of the Concession Period including amounts credited to the Escrow Account towards compensation payable in accordance with Article 17 shall be appropriated in the Escrow Account, following order of priority: (i) towards taxes and statutory dues payable by the Concessionaire; (ii) compensation to the extent such action is Lenders in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any terms of the other purposes set forth above.Financing Documents towards discharge of the Concessionaire’s liability under such Financing Documents;

Escrow Account. The Master Servicer mayAuthority shall prior to the Appointed Date open and establish an account (“Escrow Account”) with a Bank (“Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. For the purpose of opening and operating an Escrow Account, from time the Authority shall enter into an agreement with the Operator and the Escrow Bank (“Escrow Agreement”) in accordance with the format provided in Schedule M to time, withdraw from this Agreement. The Escrow Agreement shall remain in full force and effect until the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account is not discharged in accordance with the terms contained thereof. The Authority shall at all times throughout the Contract Period maintain in the Escrow Account, a balance of this Agreement; at least an amount equivalent to {2 (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay two)} months’ estimated Fee payable to the Master ServicerOperator as a revolving fund and for this purpose, the Authority shall replenish with its own resources, any deficit that may arise in maintaining such balance of funds. Deposit in Escrow Account The Authority shall deposit or cause to be deposited the following inflows and receipts into the Escrow Account: All the Fee due and payable to the Mortgagor Operator subject to the extent required and in accordance with Article 22; [any deposits by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited Authority to maintain an amount equivalent to {2 (two)} month’s estimated Fee in the Escrow Account; (vii) ] all grants, payments and financial support received by the Authority from the State Government and/or GoI, pursuant to clear this Agreement under and terminate in accordance with Applicable Laws; all payments by the Escrow Account on the termination of this AgreementAuthority including insurance claims, if any, received; and (viii) to transfer dues towards Termination Payment to the Collection Account Operator; and any Insurance Proceeds. In other revenues or capital receipts from or in respect of the event the Master Servicer Project The Operator shall deposit in an Escrow Account any amount not required or cause to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds following in the Escrow Account: all funds constituting the Financial Package; all the revenues generated and all the income accruing from the Project including but not limited to the, advertising revenue [and proceeds from the Real Estate Development], rentals, deposits, capital receipts or insurance claims; all payments to the Authority towards Damages. Provided that the Senior Lenders may make direct disbursements to the Contractor in accordance with the express provisions contained in this behalf in the Financing Agreements. Withdrawal During Agreement Period The Operator shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the extent required by the related Mortgage Loan or Applicable RegulationsEscrow Bank instructing, and to the extent inter alia, that interest earned on funds deposits in the Escrow Account is insufficientshall be appropriated in the following order every month, shall pay or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds month and retained in the Escrow AccountAccount and paid out therefrom in the month when due: all taxes due and payable by the Operator for and in respect of the Project; all payments relating to construction of the Project, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; O&M Expenses, subject to the extent such action is ceiling, if any, set forth in conformity the Financing Agreements; O&M Expenses and other costs and expenses incurred by the Authority in accordance with the Servicing Standardprovisions of this Agreement, is permitted and certified by law the Authority as due and such payable to it; monthly proportionate provision of Debt Service due in an Accounting Year; all payments and Damages certified by the Authority as due and payable to it by the Operator; monthly proportionate provision of Debt Service payments due in an Accounting Year in respect of Subordinated Debt; any reserve requirements set forth in the Financing Agreements; and balance, if any, in accordance with the instructions of the Operator. The Operator shall not in any manner modify the order of payment specified in Clause 27.3.1, except with the prior written approval of the Authority. Withdrawal upon Termination Notwithstanding anything to the contrary contained in the Escrow Agreement upon Termination of this Agreement, all amounts are not standing to the credit of the Escrow Account shall be appropriated in the following order. all taxes due and payable by the Operator for and in respect of the Project; 90% (ninety per cent) of Debt Due excluding Subordinated Debt; all payments and Damages certified by the Authority as due and payable to it by the Operator; retention and payments relating to the liability for defects and deficiencies set forth in Article 37; outstanding Debt Service including the balance of Debt Due; outstanding Subordinated Debt; incurred or accrued O&M Expenses; any payments due and payable to the Authority; any other payments required to be paid to Mortgagors or used for any made under this Agreement; and balance, if any, in accordance with the instructions of the other purposes Operator: Provided that no appropriations shall be made under Sub-clause (i) of this Clause 27.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Article 27. The provisions of this Article 27 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth abovein Clause 27.4.1 have been discharged.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Authority (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the Agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Lenders, for a period until the end of Concession Period. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, all User Charges, compensation payable by the Authority upon termination of this Agreement pursuant to Article 16), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, including collection of User Charges, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Authority in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the ‘Project Monitoring & Supervision Consultants’, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Authority under this Agreement, including the Lease Rental, Revenue Share, Annual enhancement in the six months advance Lease Rentals deposits, Charges and expenses, in terms with the Agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Vijayawada Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Authority. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Authority on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Authority. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Authority for payments due and payable by the Concessionaire to the Authority hereunder, including the Lease Rental, the Master Servicer shall pay to Revenue Share, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.

Escrow Account. The Master Servicer may(a) At the Closing, from time Parent shall deposit, or cause to timebe deposited, withdraw from the Holdback Amount with the Escrow Account Agent in two separate escrow accounts. The parties shall instruct the Escrow Agent to invest the Holdback Amount as directed by Parent and the Shareholder Agent (by mutual agreement), provided such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the following purposes:payment of principal and interest, commercial paper rated A-1 or P-1 by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Rating Group, respectively, or certificates of deposit issued by a commercial bank having at least $25 billion in assets; provided, further, that the foregoing investment limitations may be modified by mutual agreement of Parent and the Shareholder Agent. (i) The Escrow Cash shall be deposited in the Escrow Fund, which shall be used to effect payments pay Losses, if any, incurred by any of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items;the Parent Indemnitees. (ii) The Shareholders’ Amount shall be deposited in an account (the “Shareholders’ Fund”), which shall be used to reimburse the Master Servicer Shareholder Agent for any Servicing Advance made out-of-pocket costs and expenses incurred in the performance of his or her duties hereunder, including fees of attorneys and accountants employed by the Master Servicer with respect Shareholder Agent necessary to a related Mortgage Loan but only discharge his or her duties as Shareholder Agent on behalf of the Shareholders as set forth herein. For the avoidance of doubt, the Shareholder Agent may, at any time in the Shareholder Agent’s sole discretion, direct the Escrow Agent to distribute funds from amounts received the Shareholders’ Fund to the Paying Agent for distribution to the Shareholders, provided that any such distribution shall be made on the related Mortgage Loan which represent late payments or Late Collections basis of Escrow Payments thereunder;each Shareholder’s Pro Rata Share in the Shareholders’ Fund. (iiib) Each of the Escrow Fund and the Shareholders’ Fund shall be held as a trust fund and shall not be subject to refund to any Lien, attachment or other judicial process of any creditor of any Person, and shall be held and disbursed solely for the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account purposes and in accordance with the terms hereof and of this the Escrow Agreement;. (vc) for application to restoration or repair The interests of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited Shareholders in the Escrow Account; (viiFund and the Shareholders’ Fund shall not be assignable or transferable, whether directly, indirectly or by operation of law, except in the event of death of a Shareholder to such Shareholder’s estate, personal representative or heirs by will or the laws of descent and distribution; provided, however, that as a condition to any such transfer the transferee(s) shall hold such interests subject to clear the terms and terminate conditions of this Agreement and the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. The Master Servicer may(a) As set out in clause 7.3, from time to timeat Completion, withdraw from the Purchaser must pay the Retention Amount into the Escrow Account for the following purposes:in Immediately Available Funds. (ib) to effect payments of ground rentsFollowing Completion, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by Retention Amount must be held in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement;clause 15. (vc) for application Any interest that accrues on the credit balance on the Escrow Account from time to restoration or repair time must be credited to the Escrow Account and any payment of principal out of the Mortgaged Property;Escrow Account must include a payment of the interest earned on that principal sum. (vid) The liability for Taxation on any interest on any amount in the Escrow Account must be borne by the Party ultimately entitled to that interest. (e) The Purchaser and the Management Vendors Representatives must do all things required by this clause 15 in relation to the release of funds from the Escrow Account promptly and in accordance with, or as required by, this Agreement. (f) The Retention Amount must not be regarded as imposing any limit on the amount of any Claims under this Agreement or under any of the documents executed pursuant to this Agreement. (g) Nothing in this clause 15 will prejudice, limit or otherwise affect any right or remedy the Purchaser may have against the Management Vendors or the Business Warranty Vendors (as applicable) from time to time, whether arising under this Agreement or under any of the documents executed pursuant to this Agreement. (h) No amount may be released from the Escrow Account other than in accordance with this clause 15. (i) If a Notified Claim arises and is Resolved on or before the Release Date or any amount becomes due for payment by the Management Vendor Representatives to the Purchaser under clause 6.4(b), the Parties must, as soon as reasonably practicable and in any event within 5 Business Days after the Notified Claim is Resolved or any adjustment to the Cash Consideration becomes due for payment by the Management Vendors Representatives to the Purchaser under clause 6.4(b), cause the Company to release to the Purchaser from the Escrow Account in Immediately Available Funds the Due Amount or, if the Due Amount is more than the balance of the Escrow Account, the balance of the Escrow Account (less any applicable bank charges). (j) On the Release Date, the Parties must cause the Company to pay to the Master Servicer, or Business Warranty Vendors (in their respective Retention Amount Proportions) from the Escrow Account in Immediately Available Funds an amount (if any) equal to the Mortgagor remaining balance of the Escrow Account at the Release Date (together with any accrued interest less any applicable bank charges) less the sum of each Due Amount, to the extent required by that sum has not been satisfied in accordance with clause 15(i)or otherwise on or before the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account;Release Date. (viik) The Parties acknowledge and agree that the Vendors which are not Business Warranty Vendors will not be contributing to clear the Retention Amount (which, for the avoidance of doubt, can meet any Claims against any Vendor where Resolved in accordance with this clause 15) and terminate thus will not be entitled to any balance of the Escrow Account on the termination Release Date. (l) A Notified Claim will be deemed to be Resolved for the purposes of this Agreement; andclause 15 if it has been: (viiii) agreed in writing between the Purchaser and the Vendors’ Representative as to transfer both liability and quantum; (ii) finally determined (as to both liability and quantum) by a court of competent jurisdiction from which there is no right of appeal, or from whose judgment the Collection Account any Insurance Proceeds. In relevant Party is debarred (by passage of time or otherwise) from making an appeal; or (iii) unconditionally withdrawn by the event the Master Servicer shall deposit Purchaser in an Escrow Account any amount writing. (m) If a Due Amount is not required to be deposited therein, it may at any time withdraw such amount satisfied in full from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, nothing in this Agreement will prevent or otherwise restrict the Purchaser’s right to recover the balance from the Vendors and the Due Amount (to the extent required by it is not satisfied from the related Mortgage Loan or Applicable Regulations, and to Escrow Account) will remain fully enforceable against the extent that interest earned on funds in Vendors. (n) Any payments made from the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to Purchaser under this clause 15 will be paid to Mortgagors or used for any treated as a reduction of the other purposes set forth aboveConsideration.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Authority (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the Agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Lenders, for a period until the end of Concession Period. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, all User Charges, compensation payable by the Authority upon termination of this Agreement pursuant to Article 16), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide Monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, including collection of User Charges, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Authority in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the ‘Project Monitoring & Supervision Consultants’, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Authority under this Agreement, including the Lease Rental, Additional Development Premium, Annual enhancement in the Six Months Advance Lease Rental Deposit deposits, Charges and expenses, in terms with the Agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Vijayawada Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Authority. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Authority on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Authority. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Authority for payments due and payable by the Concessionaire to the Authority hereunder, including the Lease Rental, the Master Servicer shall pay to Revenue Share, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, 84 is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. Collection of Taxes, Assessments and ----------------------------------------------------- Similar Items. ------------- (a) Servicer shall establish and maintain one or more accounts (THE "ESCROW ACCOUNTS") into which Escrow Account all proceeds paid under any Insurance Policy, all Escrow Payments and any Reserve Payments shall be deposited (COLLECTIVELY, THE "ESCROW FUNDS"), Escrow Accounts shall be Eligible Accounts. The Master Company shall be entitled to, and the Servicer mayshall remit to the Company on each Remittance Date, from time to time, withdraw from any interest or income paid on funds deposited in the Escrow Account by the depository institution other than interest on Escrowed Funds required by law to be paid to the Mortgagor and, to the extent required by law, Servicer shall pay interest on Escrowed Funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for the following such purposes:. (b) Withdrawals of amounts so collected from an Escrow Account may be made only to: (i) to effect payments payment of ground rents, taxes, assessments, water rates, hazard insurance premiums assessments and comparable items; items from related Escrow Payments; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor Mortgagors any funds sums as may be determined to be overages; overages or release or apply any Reserve Payment pursuant to the agreements pertaining thereto; (iii) apply any amounts on deposit in the Escrow Account that were recovered under any insurance policy to costs and expenses incurred in connection with the restoration of the related Mortgaged Property, or to release any such amounts to the related Mortgagor, in each case subject to applicable law and to the terms and conditions of the related Mortgage Note and Mortgage; (iv) for transfer pay interest, if required and as described below, to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid Mortgagors on the funds deposited balances in the Escrow Account; ; (viivi) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account withdraw any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein ; (viii) remit to the contrary notwithstandingCompany interest or income paid on the Escrow Funds in accordance with paragraph (c) below; or (ix) clear and terminate the Escrow Account upon the transfer of the servicing of the related Commercial Mortgage to a successor servicer as directed by the Company or at the termination of this Agreement. Notwithstanding the immediately preceding sentence, amounts on deposit in the Escrow Account representing amounts recovered under any Insurance Policy, Escrow Payments, or Reserve Payments received and maintained in respect of a Commercial Mortgage may be withdrawn or used pursuant to any of the preceding clauses (i), (ii) or (iii) only to make payments described therein in respect of such Commercial Mortgage and shall not be withdrawn or used to make such payments in respect of any other Commercial Mortgage. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagor Mortgagors interest on funds in the Escrow AccountAccounts, but only if and to the extent required by law or the terms of the related Mortgage Loan Commercial Mortgage. (c) Servicer shall remit to the Company on each Remittance Date any interest or Applicable Regulationsincome paid on the Escrow Funds by the depository institution other than interest on such Escrow Funds required by law to be paid to the Mortgagor. (d) The Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums payable in respect thereof. The Servicer, shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date, employing for such purpose Escrow Payments as allowed under the terms of the related Commercial Mortgage. Servicer shall deliver to the Company satisfactory evidence of such payments. (e) In accordance with the Servicing Standards, the Servicer shall advance, with respect to each Mortgaged Property, all such funds as are necessary for the purpose of effecting the payment of (i) real property taxes, assessments and other similar items that are or may become a lien thereon and (ii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis; provided, however, that interest earned on funds the Servicer shall not be obligated to -------- ------- make any such advance, which would, if made, constitute a Nonrecoverable Servicing Advance. All such advances shall be reimbursable in the first instance from related collections from the Mortgagors, from the Escrow Account is insufficientand further as provided in Section 5.06. In the case of unreimbursed Servicing Advances that are outstanding for more than 30 days, Servicer shall be entitled to invoice the Company from time to time for its Servicing Advances describing same in reasonable detail, and the Company shall pay the amount thereof to Servicer within 30 days of receipt of such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth aboveinvoice.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. At Closing Parent shall deposit the Adjustment Escrow Amount, the Applicable State Taxes Escrow Amount, and the Indemnification Escrow Amount in an escrow account with the Escrow Agent (the “Escrow Account”), which amounts shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Article VII hereof and the Escrow Agreement. The Master Servicer mayCompany shall pay one-half of the fees and expenses associated with the hiring and retention of the Escrow Agent and such amounts will be deemed to be Transaction Expenses (the “Seller Escrow Amount”) and Parent shall pay the remaining half of such fees. The Adjustment Escrow Amount shall be held in escrow and shall be available to satisfy (and only to satisfy) any adjustment to the Purchase Price in favor of Parent pursuant to Section 2.7. The Applicable State Taxes Escrow Amount shall be held in escrow and shall be available to satisfy (and only to satisfy) the indemnification obligations described in Item 1 of Schedule 7.2(a)(vii). The Indemnity Escrow Amount shall be held in escrow and shall be available to satisfy the indemnification obligations described in Article VII and any adjustment to the Purchase Price in favor of Parent pursuant to Section 2.7 in excess of the Adjustment Escrow Amount, from time as well as any Taxes imposed on the income and earnings in the Escrow Account. Subject to timeSection 7.6, withdraw from any payments to be made out of the Escrow Account for the following purposes: (i) to effect payments benefit of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance Seller shall be made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as Seller. The parties acknowledge that, notwithstanding anything to the contrary in this Agreement, interest may be determined to be overages; (iv) for transfer to imputed on payments from the Collection Escrow Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear Section 483 and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any 1274 of the other purposes set forth aboveCode.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, 81 is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Authority (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the Agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Lenders, for a period until the end of Concession Period.. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, all User Charges, compensation payable by the Authority upon termination of this Agreement pursuant to Article 16), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide Monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, including collection of User Charges, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Authority in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the ‘Project Monitoring & Supervision Consultants’, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Authority under this Agreement, including the Lease Rental, Additional Development Premium, Annual enhancement in the six Months advance Lease Rentals deposits, Charges and expenses, in terms with the Agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Vijayawada Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Authority. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Authority on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Authority. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Authority for payments due and payable by the Concessionaire to the Authority hereunder, including the Lease Rental, the Master Servicer shall pay to Revenue Share, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.

Escrow Account. a. The Master Servicer mayConcessionaire shall maintain an escrow account with a bank approved by the Concessioning Authority (“Escrow Account”), during the subsistence of this Agreement and enter into an agreement substantially in the format prescribed with such bank to ensure that all revenues and other receipts arising from time the Project and under any agreements, including this Agreement and all proceeds received pursuant to any insurance claims received by the Concessionaire are deposited into such Escrow Account. Provided, the Concessionaire shall not deposit any amounts including the cesses and duties collected by it from the users on behalf of the Concessioning Authority or such other authority in accordance with Article 7.2 hereof or pursuant to any other instructions in respect thereof in the Escrow Account and shall deposit the same in a separate account dedicated for the same and maintained by it in trust for the Concessioning Authority or such other authority. b. Withdrawals and appropriations during the Concession Period, at any relevant time, withdraw from the Escrow Account for shall be in the following purposesorder of priority: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums i. for all taxes due and comparable itemspayable by the Concessionaire; (ii) . towards payment of Charges and other sums payable to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunderConcessioning Authority and liquidated damages, if any; (iii) . all expenses relating to refund to operations and management of the Mortgagor any funds as may be determined to be overagesProject/Project Facilities and Services; (iv) . towards its debt service obligations; v. towards any reserve requirements; and the Concessionaire shall be at liberty to withdraw any sums outstanding in the Escrow Account after all the aforesaid payments due in any Quarter have been made and/or adequate reserves have been created in respect thereof for transfer to that Quarter. Provided, upon issuance of Termination Notice and/or suspension of the Collection Account Concessionaire in accordance with the terms of this Agreement; (v) for application to restoration or repair provisions of the Mortgaged Property; (vi) to pay to the Master Servicertender, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate withdrawal from the Escrow Account on shall be made only in accordance with the termination written instructions of this Agreement; andthe Concessioning Authority. (viii) to transfer c. All amounts standing to the Collection Account any Insurance Proceeds. In credit of the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein the end of the Concession Period including amounts credited to the contrary notwithstandingEscrow Account towards compensation payable in accordance with Article 16 shall be appropriated in the following order of priority: i. towards taxes and statutory dues payable by the Concessionaire; ii. As part of its servicing duties, the Master Servicer shall pay all amounts due to the Mortgagor interest on funds in Concessioning Authority; and the Escrow Account, Concessionaire shall be at liberty to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds withdraw any sums outstanding in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds after all the aforesaid payments due have been made and/or adequate reserves have been created in the Escrow Account, respect thereof to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any satisfaction of the other purposes set forth aboveConcessioning Authority.

Escrow Account. The Master Servicer may(a) Withdrawals and appropriations during the Concession Period, from time to at any relevant time, withdraw from the Escrow Account for shall be in the following purposesorder of priority: (i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums for all taxes due and comparable itemspayable by the Concessionaire; (ii) to reimburse towards payment of Annual Fee and the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunderUpfront Fee; (iii) to refund all Development/implementation expenses relating to the Mortgagor Project/Project Facilities and Services, subject to limits if any funds as may be determined to be overagesset out under the Financing Documents; (iv) for transfer all expenses relating to operations and management of the Project/Project Facilities and Services, subject to limits if any set out under the Financing Documents; (v) towards its debt service obligations under the Financing Documents; (vi) towards payment of Rental Share and other sums payable to the Collection Account Concessioning Authority and liquidated damages, if any; (vii) towards any reserve requirements in accordance with the Financing Documents; (viii) and the Concessionaire shall be at liberty to withdraw any sums outstanding in the Escrow Account after all the aforesaid payments due in any Quarter have been made and/or adequate reserves have been created in respect thereof for that Quarter. Provided, upon issuance of Termination Notice and/or suspension of the Concessionaire in accordance with the provisions of this Agreement, withdrawal from the Escrow Account shall be made only in accordance with the written instructions of the Concessioning Authority and the Senior Lenders. (b) All amounts standing to the credit of the Escrow Account at the end of the Concession Period by efflux of time, shall be appropriated in the following order of priority: (i) towards taxes and statutory dues payable by the Concessionaire; (ii) compensation to Senior Lenders in terms of the Financing Documents towards discharge of the Concessionaire’s liability under such Financing Documents; (iii) all amounts due to the Concessioning Authority and amounts payable towards transfer of the Project Facilities and Services by the Concessionaire in accordance with this Agreement; (viv) for application and the Concessionaire shall be at liberty to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, withdraw any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds sums outstanding in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds after all the aforesaid payments due have been made and/or adequate reserves have been created in the Escrow Account, respect thereof to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any satisfaction of the other purposes set forth aboveSenior Lenders and the Concessioning Authority.

Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes: (i) On the Closing Date, Buyer shall pay (or cause to effect payments be paid), by wire transfer of ground rentsimmediately available funds, taxesthe Escrow Amount to the Escrow Agent to be held in escrow (the “Escrow Account” ) to satisfy, assessmentsat least in part, water rates, hazard insurance premiums and comparable items; any claims by (i) any Buyer Indemnified Person for any indemnification claim of any Buyer Indemnified Person pursuant to Section 6.2; or (ii) any Buyer Indemnified Person pursuant to reimburse this Agreement or in connection with the Master Servicer for any Servicing Advance made transactions contemplated hereby to the extent such claims are permitted by the Master Servicer terms of Section 6.6. The Escrow Agent shall hold and invest the Escrow Amount in accordance with respect to a related Mortgage Loan but only from amounts the terms of the Escrow Agreement. Except as otherwise provided in the Escrow Agreement, any interest received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund Amount shall be paid to the Mortgagor any funds Founding Stockholders as may be determined interest, released to be overages; (iv) for transfer Buyer, or paid to the Collection Account Bxxxx Shoe Company, Inc. Charitable Trust (the “Bxxxx Shoe Charitable Trust”), as the case may be, in proportion to the disbursements of the Escrow Amount made to the Founding Stockholders, Buyer and Bxxxx Shoe Charitable Trust in accordance with the terms of this Agreement and the Escrow Agreement;. (vii) The Escrow Amount shall be treated as owned by Buyer for application to restoration or repair all Tax purposes until such amounts are disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Mortgaged Property; (vi) to pay Escrow Agreement. For the avoidance of doubt, except as otherwise required by law, any and all amounts disbursed to the Master Servicer, or Bxxxx Shoe Charitable Trust pursuant to the Mortgagor terms of this Agreement and the Escrow Agreement shall be treated for all Tax purposes as transferred by Buyer directly to the extent required by the related Mortgage Loan or Applicable RegulationsBxxxx Shoe Charitable Trust, any interest paid on the funds deposited in the Escrow Account; (viiaccordance with Section 5.3(c) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to transfer to the Collection Account any Insurance Proceeds. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

Escrow Account. The Master Servicer mayConcessionaire shall maintain an escrow account with a bank approved by the Concessioning Authority (“Escrow Account”), during the subsistence of this Agreement and enter into an agreement substantially in the format prescribed with such bank to ensure that all revenues and other receipts arising from time the Project and under any agreements, including this Agreement and all proceeds received pursuant to any insurance claims received by the Concessionaire are deposited into such Escrow Account. Provided, the Concessionaire shall not deposit any amounts including the cesses and duties collected by it from the users on behalf of the Concessioning Authority or such other authority in accordance with Article 7.2 hereof or pursuant to any other instructions in respect thereof in the Escrow Account and shall deposit the same in a separate account dedicated for the same and maintained by it in trust for the Concessioning Authority or such other authority. Withdrawals and appropriations during the Concession Period, at any relevant time, withdraw from the Escrow Account for shall be in the following purposes: (i) to effect payments order of ground rents, taxes, assessments, water rates, hazard insurance premiums priority: for all taxes due and comparable items; (ii) to reimburse the Master Servicer for any Servicing Advance made payable by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections Concessionaire; towards payment of Escrow Payments thereunder; (iii) to refund Charges and other sums payable to the Mortgagor Concessioning Authority and liquidated damages, if any; all expenses relating to operations and management of the Project/Project Facilities and Services; towards its debt service obligations; towards any funds as may reserve requirements; and the Concessionaire shall be determined at liberty to be overages; (iv) withdraw any sums outstanding in the Escrow Account after all the aforesaid payments due in any Quarter have been made and/or adequate reserves have been created in respect thereof for transfer to that Quarter. Provided, upon issuance of Termination Notice and/or suspension of the Collection Account Concessionaire in accordance with the terms of this Agreement; (v) for application to restoration or repair provisions of the Mortgaged Property; (vi) to pay to the Master Servicertender, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate withdrawal from the Escrow Account on shall be made only in accordance with the termination written instructions of this Agreement; and (viii) to transfer the Concessioning Authority. All amounts standing to the Collection Account any Insurance Proceeds. In credit of the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein the end of the Concession Period including amounts credited to the contrary notwithstanding. As part Escrow Account towards compensation payable in accordance with Article 16 shall be appropriated in the following order of its servicing duties, priority: towards taxes and statutory dues payable by the Master Servicer shall pay Concessionaire; all amounts due to the Mortgagor interest on funds in Concessioning Authority; and the Escrow Account, Concessionaire shall be at liberty to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds withdraw any sums outstanding in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds after all the aforesaid payments due have been made and/or adequate reserves have been created in the Escrow Account, respect thereof to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any satisfaction of the other purposes set forth aboveConcessioning Authority. Penalty Failure to pay the amount committed to the Concessioning Authority within the respective due dates would carry interest @ 24% per annum from the due date until the date of payment or realization thereof. If the Annual Minimum Guaranteed Throughput is not achieved, the Competent Authority will constitute a committee to analyze the reasons for the shortfall. If any lapses on the Concessionaire is found, the Competent Authority reserves the right to levy penalty for an amount equivalent to 100% of the approved cargo charges for the year under review on the shortfall quantity. Failure to achieve Minimum Guaranteed Throughput for a consecutive period of 3 years will lead to termination of this Agreement and forfeiture of Performance Guarantee.

Escrow Account. (a) The Master Servicer mayConcessionaire shall prior to the Compliance Date open and establish an Escrow Account with a Nationalised or Scheduled Bank, acceptable to the Grantor (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. The nature and scope of the Escrow Account are fully described in the agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Grantor, the Escrow Bank and the Lenders, for a period until the end of Concession Period. (b) All revenues, inflows and outflows of cash and receivables on account of Project or otherwise that accrue or arise to the Concessionaire under, in connection with or pursuant to the implementation of the Project under this Agreement including but not limited to all receivables under or pursuant to the Transaction Documents (including without limitation Financial Assistance, the equity contributions, compensation payable by the Grantor upon termination of this Agreement pursuant to Article 14), shall be credited to or debited from, as the case may be, the Escrow Account. The Escrow Bank shall be instructed to provide monthly statements relating to such account to the parties. (c) The Concessionaire shall deposit all cash and receivables from the Project, into Escrow Account, which shall at all times including at the time of termination of expiry of the Agreement, be first used to ensure the payments due and payable to the Grantor in terms of this Agreement and, subject to timely payments thereof and retention of the amounts required to ensure the payment of the fees and expenses to the Independent Engineer, transfer the remaining balances to any of the accounts of the Concessionaire or to the order of the Concessionaire in accordance with the terms for the Escrow Agreement. Provided always, all the payments by the Concessionaire to the Grantor under this Agreement, including the Lease Amounts, Annual enhancement in the six months advance Lease Amount deposits, Royalty, Charges and expenses, in terms with the agreement shall have priority over all other payments that are due and payable by the Concessionaire on any account whatsoever, excepting the payment of taxes by the Concessionaire to any Government Authority. (d) The Escrow Account shall be opened and operated at Hyderabad Branch of any Nationalised/Scheduled bank (the Escrow Bank), as approved by the Grantor. (e) The Escrow Bank shall hold the Escrow Account and such monies, from time to time, withdraw from as may be deposited in the said Escrow Account subject to conditions herein contained and/or in the Escrow Agreement. (f) The monies held by the Escrow Bank in pursuance of this Agreement shall not be considered as part of the assets of the Escrow Bank, and, being trust property shall not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as its assets and shall not be available to the liquidator, bankruptcy trustee or other creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to exercise claim on the monies in the escrow account. (g) The Escrow Bank shall maintain the Escrow Account for the following purposes: (i) to effect payments tenor of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items; (ii) to reimburse the Master Servicer Concession Period or until receipt of joint written confirmation from the Parties for the termination thereof. Upon termination of the escrow account the Escrow Bank shall transfer any Servicing Advance made by balances in the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder; (iii) to refund account to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property; (vi) to pay to the Master Servicer, Concessionaire or to the Mortgagor to order of the extent required by Concessionaire; provided there are no outstanding claims of the related Mortgage Loan or Applicable Regulations, any interest paid Grantor on the funds deposited in the Escrow Account;Concessionaire. (viih) to clear and terminate The Concessionaire shall duly appoint authorized signatories (“Authorized Signatories”) for operating the Escrow Account on the termination of this Agreement; and (viii) to transfer from among its personnel and inform their names to the Collection Account any Insurance ProceedsEscrow Bank and the Grantor. In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited thereinSuch Authorized Signatories shall, it may at any time withdraw such amount from such Escrow Account, any provision herein on or prior to the contrary notwithstanding. As part payment date, issue and sign cheques in favour of its servicing dutiesthe Grantor for payments due and payable by the Concessionaire to the Grantor hereunder, including the Lease Amount, the Master Servicer shall pay to Royalty, the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any enhancement of the other purposes set forth aboveSecurity Deposit and the Charges and Expenses.