Common use of Financing for Project Clause in Contracts

Financing for Project. (a) The Concessionaire agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto), and its right to receive User Charges in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire shall procure prior permission of the Authority as to the creation of any Security Interest in favor of the Lenders and the Authority shall be informed by the Concessionaire as to the creation of any Security Interest in favor of the Lenders, together with the Lenders particulars within a period of 14 Days from the date such Security Interest comes into existence and provide to the Authority within such time notarized true copies of documents/Agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement and financing and security Agreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall (i) absolve the Concessionaire from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material liabilities on the Authority. (e) The Agreement entered by the Concessionaire with the lenders will be sub-ordinate to the Concession Agreement entered by the Concessionaire with the Authority.

Financing for Project. (a) The Concessionaire agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto, it is to be noted that the title and ownership of the Project Site shall always remain with the Authority), and its right to receive User Charges in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor favour of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire shall procure prior permission of the Authority as to the creation of any Security Interest in favor favour of the Lenders and the Authority shall be informed by the Concessionaire as to the creation of any Security Interest in favor favour of the Lenders, together with the Lenders particulars within a period of 14 Days days from the date such Security Interest comes into existence and provide to the Authority within such time notarized true copies of documents/Agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement and financing and security Agreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall shall (i) absolve the Concessionaire from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material liabilities on the Authority. (e) The Agreement entered by the Concessionaire with the lenders will be sub-ordinate to the Concession Agreement entered by the Concessionaire with the AuthorityAuthority and the financing document shall provide that it shall be the responsibility and obligation of the Lenders to ensure that the money/loan given to the Concessionaire is utilised for the purpose for which it is granted, to wit, for the implementation of the Project alone and for none else.

Financing for Project. (a) The Concessionaire Authorisee agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire Authorisee may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating theretoland), and its right to receive User Charges Tariff in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire Grantor shall procure prior permission of be informed by the Authority Authorisee as to the creation of any Security Interest in favor of the Lenders and the Authority shall be informed by the Concessionaire as to the creation of any Security Interest in favor favour of the Lenders, together with the Lenders particulars within a period of 14 Days days from the date such Security Interest comes into existence and provide to the Authority Grantor within such time notarized true copies of documents/Agreements agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire Authorisee and any consequential failure or inability on the part of the Authority Grantor to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire Authorisee only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination Termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire Authorisee to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire Authorisee shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire Authorisee and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement and financing and security Agreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall (i) absolve the Concessionaire Authorisee from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise authorize or be deemed to authorise authorize the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the AuthorityGrantor. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire Authorisee shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any PersonPerson without the prior written consent of the Grantor. (d) The Authority Grantor shall assist the Concessionaire Authorisee as necessary and mutually agreeable, to enable the Concessionaire Authorisee to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority Grantor hereunder or impose additional material liabilities on the AuthorityGrantor. (e) The Agreement entered by the Concessionaire Authorisee with the lenders will be sub-ordinate to the Concession Authorization Agreement entered by the Concessionaire Authorisee with the AuthorityGrantor.

Financing for Project. (a) The Concessionaire agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto), and its right to receive User Charges in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire shall procure prior permission of the Authority as to the creation of any Security Interest in favor of the Lenders and the Authority shall be informed by the Concessionaire as to the creation of any Security Interest in favor of the Lenders, together with the Lenders particulars within a period of 14 Days days from the date such Security Interest comes into existence and provide to the Authority within such time notarized true copies of documents/Agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement and financing and security Agreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall (i) absolve the Concessionaire from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material liabilities on the Authority. (e) The Agreement entered by the Concessionaire with the lenders will be sub-ordinate to the Concession Agreement entered by the Concessionaire with the Authority.

Financing for Project. (a) The Concessionaire agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto), and its right to receive User Charges Sale Proceeds in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site (including infrastructure built by NFDB for Stage I Facilities), or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire shall procure prior permission of the Grantor / Authority as to the creation of any Security Interest in favor of the Lenders and the Grantor / Authority shall be informed by the Concessionaire as to the creation of any Security Interest in favor of the Lenders, together with the Lenders particulars within a period of 14 Days from the date such Security Interest comes into existence and provide to the Grantor / Authority within such time notarized true copies of documents/Agreements agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Grantor / Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Grantor / Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement agreement and financing and security Agreementsagreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall shall (i) absolve the Concessionaire from its responsibilities to perform/perform/ discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Grantor / Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Grantor / Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Grantor / Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Grantor / Authority hereunder or impose additional material liabilities on the Grantor / Authority. (e) The Agreement entered by the Concessionaire with the lenders will be sub-ordinate to the Concession Agreement entered by the Concessionaire with the Grantor / Authority. (f) The Developer shall have the right to mortgage the facilities to be developed by them for obtaining Loans from the Banks / Financial Institutions. NFDB shall produce NOC for the right of use of land. Upon approval of the loan, the terms and conditions of the loan agreement with the bank, shall be submitted to the Authority. Further, the details of loan re-payment shall be submitted on quarterly basis to the Authority.

Financing for Project. (a) The Concessionaire agrees and undertakes to obtain financing for the design, development, construction and operation and maintenance of the Project in accordance with the form provisions of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Projectthis Agreement. (b) The Concessionaire may assign its rights, title or interest or create a Security Interest security snterest in respect of its rights under this Agreement or any part thereof, including right, title and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto)Assets, and its right to receive User Charges Tariff (including a security interest on its rights, title and interests to the advertisement rights to it and its right to receive monies/advertisement charges, rental from Optional Facilities) in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest security interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire shall procure prior permission of the Authority as to the creation of any Security Interest in favor of the Lenders and the Concessioning Authority shall be informed by the Concessionaire as to the creation of any Security Interest security interest in favor favour of the LendersLenders , together with the Lenders particulars within a period of 14 Days 1 (one) week from the date such Security Interest security interest comes into existence and provide to the Concessioning Authority within such time notarized true copies of documents/Agreements agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Concessioning Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. If the Concessionaire fails to compensate the Lenders within a stipulated period as mentioned in the financing documents, the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire that has agreed to act as such on the terms and conditions of this Agreement and financing and security Agreements. (iii) The Concessionaire shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall (i) absolve the Concessionaire from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material liabilities on the Authority. (e) The Agreement entered by the Concessionaire with the lenders will be sub-ordinate to the Concession Agreement entered by the Concessionaire with the Authority.

Financing for Project. (a) The Concessionaire Licensee agrees and undertakes to obtain financing for the Project in the form of equity, debt and other sources, from domestic and foreign sources, through public issues, private placements or direct borrowings or investment from the capital markets, banks, lending institutions, mutual funds, insurance companies, pension funds, provident funds and any other source as it may deem necessary for implementing the Project. (b) The Concessionaire Licensee may assign its rights, or interest or create a Security Interest in respect of its rights under this Agreement or any part thereof, including right, and interest under this Agreement, in and to the Project Assets (excluding the Project Site or any part thereof and the rights relating thereto), and its right to receive User Charges in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or Security Interest shall be consistent with the provisions hereof and the lenders are made aware of the same. For the avoidance of doubt the Concessionaire Licensee shall not have the right and authority to mortgage, encumber or create, permit or allow the subsistence of any Security Interest whatsoever on the Project Site or any part thereof, in favor of the Lenders or any person in any form, manner, device or method. (i) Provided that the Concessionaire Licensee shall procure prior permission of the Authority as to the creation of any Security Interest in favor of the Lenders and the Authority shall be informed by the Concessionaire Licensee as to the creation of any Security Interest in favor of the Lenders, together with the Lenders particulars within a period of 14 Days days from the date such Security Interest comes into existence and provide to the Authority within such time notarized true copies of documents/Agreements agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire Licensee and any consequential failure or inability on the part of the Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire Licensee only. Provided that at any given time the Authority shall give such approval only in respect of one Lender; such Lender acting for itself and as agent of the other Lenders (who are providing financing for the Project). The Lenders shall be free to modify the composition of the consortium of the Lenders. (ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/Security Interest shall stand extinguished upon payment of compensation by the Concessionaire Licensee to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement. The Concessionaire Licensee shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire Licensee and the Lenders. If the Concessionaire Licensee fails to compensate the Lenders within a stipulated period as mentioned in the financing documentsdocuments , the lenders, in consultation with the Authority, shall step in and appoint a suitable entity as Concessionaire Licensee that has agreed to act as such on the terms and conditions of this Agreement agreement and financing and security Agreementsagreements. (iii) The Concessionaire Licensee shall primarily be responsible to ensure that the prospective lenders are made aware of this provision and a suitable provision to this effect is incorporated in the financing & security documents to execute between the Concessionaire Licensee and the Lenders. (iv) Provided further, nothing contained in sub-section (b) of this Section 8.1 shall (i) absolve the Concessionaire Licensee from its responsibilities to perform/discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorise or be deemed to authorise the Lenders to implement and execute Project themselves and (iii) under any circumstances amount to any guarantee from or recourse to the Authority. (c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the Concessionaire Licensee shall not assign its rights, interest or obligation or create a Security Interest with respect to its rights under the Agreement or any part thereof in favour of any Person. (d) The Authority shall assist the Concessionaire Licensee as necessary and mutually agreeable, to enable the Concessionaire Licensee to achieve Financial Closure. Such assistance shall include discussion in good faith and the obligation of the Authority to consider reasonable modifications to this Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material liabilities on the Authority. (e) The Agreement entered by the Concessionaire Licensee with the lenders will be sub-ordinate to the Concession License Agreement entered by the Concessionaire Licensee with the Authority.