Common use of Obligations of the Concessionaire Clause in Contracts

Obligations of the Concessionaire. Obligations of the Concessionaire Subject to and on the terms and conditions of this Agreement, the Concessionaire shall at its cost and expense procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Project Highway and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder. The Concessionaire shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. The Concessionaire shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.2), and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; procure, as required, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project Highway; perform and fulfil its obligations under the Financing Agreements; make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; make reasonable efforts to facilitate the acquisition of land required for the purposes of the Agreement; ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; and transfer the Project Highway to the Authority upon Termination of this Agreement, in accordance with the provisions thereof. Obligations relating to Project Agreements It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, and no default under any Project Agreement or agreement shall excuse the Concessionaire from its obligations or liability hereunder. The Concessionaire shall submit to the Authority the drafts of all Project Agreements or any amendments or replacements thereto for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 30 (thirty) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that no review and/or its failure to review and/or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever. The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the Debt Due. The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (the “Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies) of each of the Project Agreements, where under such counter party(ies) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that selection or replacement of an O&M Contractor and execution of the O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire or its Contractors from any liability or obligation under this Agreement. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations of the Concessionaire. Obligations of the Concessionaire Subject to and on the terms and conditions of this Agreement, the Concessionaire shall shall, at its own cost and expense expense, procure land, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Project Highway Silo Complex as per the laid down Standards and Specification and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder. The Concessionaire shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. The Concessionaire shall provide the facility of Silo Complex for the exclusive use of the Authority or its assignees for storage of Food Grain and provide handling and related services to the Authority or its assignees, as per the terms laid down herein against payment of Storage and Handling Charges, together as the only charges payable as per terms of this Agreement for the Services. Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. The Concessionaire shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement, including under Clause 3.1.2: makeMake, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.2), and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; procureBe solely liable for compliance of all requirements related to the Project as per the Standards and Specifications; Procure, as required, the appropriate proprietary rights, licenceslicenses, agreements and permissions for materialsmaterial, methods, processes and systems used or incorporated into in the Project HighwayProject; perform Perform and fulfil its obligations under the Financing AgreementsDocuments; make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; make reasonable efforts to facilitate the acquisition of land required for the purposes of the Agreement; ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; supportSupport, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; Meet and transfer comply with the Project Highway specifications of Indian Railways with respect to Broad Gauge rail siding; Maintain proper records of stock and movements and of the books of accounts relating to expenditure towards the construction, operation and maintenance of Silo Complex, Food Grain received, stored and released, receipts from the Authority and other receipts and provide to the Authority upon Termination information as stipulated herein; Purchase and maintain insurance cover as stipulated in Article 17 at its own cost and expense, including towards the premium and all incidental costs; Be responsible for safe storage of empty bags in Silo Complex and loading/unloading of empty bags on trucks arranged by the Authority for transportation of the empty bags to /from silo complex as and when required; Pay all Taxes and Duties, levies charges, fees, impositions and the like including Stamp Duty payable under the Indian Stamp Act 1899 and The Registration Act 1908 and the rules and regulations made thereunder, property tax, local levies as applicable on the Project under the relevant Central, State and local laws and rules; Reimburse the Authority one half of the cost towards professional fee and related charges of the IE&A as per terms of the Agreement. Where the Concessionaire fails to reimburse the said fees and charges within the stipulated time in terms of this Agreement, in accordance with the provisions thereof. Obligations relating to Project Agreements It is expressly agreed it shall be deemed that the Concessionaire shallhas authorised the Authority hence forth to deduct by way of adjustment of the same from the Storage and Handling Charges payable by the Authority throughout the Concession Period; Comply, at its own cost, with all times, be responsible statutory requirements related to personnel contractors or sub-contractors at all times during the Concession Period; Employ such qualified and liable for all its obligations under this Agreement notwithstanding anything contained in experienced personnel at the Project Agreements or any other agreementas is required to carry out the Services and take care of Operation and Maintenance of Silo Complex; Allow representatives of the Authority, its agents and no default under any the IE&A reasonable access to the Project Agreement or agreement shall excuse Site / Silo Complex for monitoring, inspection and supervision and to carry out their respective duties in respect of the Project; Make reasonable efforts to maintain harmony and good industrial relations; Not transfer shares of the Concessionaire from its obligations or liability hereunder. The Concessionaire shall submit to the Authority the drafts of all Project Agreements or any amendments or replacements thereto for its review and comments, and the Authority shall have the right but not the obligation to undertake unless such review and provide its comments, if any, to the Concessionaire within 30 (thirty) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance transfers are in accordance with the terms of this Agreement. It is further agreed Agreement including provisions of Clause 5.3 ; Ensure and procure that no review and/or its failure to review and/or convey its observations on Contractors possess appropriate and adequate technical and financial capability and skills and comply with all Applicable Permits and Applicable Laws in the performance by them of any document shall relieve of the Concessionaire of its obligations and liabilities Concessionaire‟s obligation under this Agreement in ; and Neither assign, transfer or sublet or create any manner nor shall the Authority be liable for the same in any manner whatsoever. The Concessionaire shall not make any addition, replacement lien or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation encumbrance on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the Debt Due. The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (the “Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies) of each of the Project Agreements, where under such counter party(ies) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension. Notwithstanding anything to the contrary contained in this Agreement, or the Concessionaire agrees and acknowledges that selection Concession hereby granted or replacement of an O&M Contractor and execution of the O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionairewhole or part of silo asset nor transfer, lease or part possession thereof, save and undertakes that it shall not give effect to any such selection or contract without prior approval of except as expressly permitted under the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire or its Contractors from any liability or obligation under this Agreement. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaireterms herein.

Obligations of the Concessionaire. Obligations of the Concessionaire Subject to and on the terms and conditions of this Agreement, the Concessionaire shall shall, at its own cost and expense expense, procure finance for and undertake the design{ Tolling Obligations from Appointed Date, engineeringand O&M obligations (in terms hereof) from ……{Date}….….. (km ………….. to km ), procurement, construction, ………….{Date}…….. (km …………. to km ) (“O&M Handover Date” 3) in respect of the} operation and maintenance of the Project Highway and observe, fulfilfulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder. The Concessionaire shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practice Practice, Applicable Laws and Applicable Permits, and as a reasonable and prudent person. The Concessionaire shall, shall at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.2)Permits, and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; procure, as required, the appropriate proprietary rights, licenceslicenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project Highway; perform and fulfil its obligations under the Financing Agreements; make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it the Concessionaire or its Contractors in connection with the performance of its the Concessionaire’s obligations under this Agreement; make provide reasonable efforts support and assistance to facilitate the acquisition of land required and/ or Capacity Augmentation if undertaken by Authority for the purposes of and in terms of the Agreement; ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; Stretch State Start (Km) End (Km) Leng th O&M (km) Handover Date Six – Lane Chennai Outer Ring Road (Phase I) i.e. Vandalur to Nemilichery Tamil Nadu 0.00 29.65 29.65 16/12 /2030 Six – Lane Chennai Outer Ring Road (Phase II) i.e. Nemilichery to Minjur Tamil Nadu 29.65 60.15 30.50 28/10 /2034 Toll Plaza Area and its appurtenances Tamil Nadu Varadharajapuram, Kollapancheri, Palavedu, Chinnamullaivoyal All the components Appointe of Toll date Plaza not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; undertake the O&M obligations in terms of Clause 15.1, and support, cooperate with and facilitate the Authority in the implementation monitoring of operation and operation maintenance of the Project Highway in accordance with the provisions of this Agreement; furnish to the Authority in each year of the Concession Period, and every 3 ( three) months prior to expiry of annual Performance Security, rolled over and renewed Performance Security (escalated at Price Index from last value), subject to and in accordance with terms hereof; without prejudice to the requirement under clause 5.2 below, ensure and procure that through the Concession Period, the O&M Contractor engaged by the Concessionaire from time to time or at any time, if any, shall fulfill the threshold technical eligibility criteria prescribed for the same under the relevant RFP; to the complete satisfaction of the Authority, and in the event Concessionaire fails to comply with the same at any time during term hereof, the same shall be deemed as Concessionaire’s Default which shall make the Agreement liable for termination; transfer the possession of Project Highway to the Authority in good operational condition as per Good Industry Practice, upon Termination of this Agreement, in accordance with the provisions thereof; and pay the applicable Stamp Duty and registration fees with respect to execution of this Agreement. Obligations relating to Project Agreements It is expressly agreed that the Concessionaire shall, shall at all times, times be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, agreement and no default under any Project Agreement or agreement shall excuse the Concessionaire from its obligations or liability hereunder. The Concessionaire shall submit to the Authority the drafts of all Project Agreements Agreements, or any amendments or replacements thereto thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 30 15 (thirtyfifteen) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that no review and/or observation of the Authority and/or its failure to review and/or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever. The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the Debt Due. The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (the “Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies) of each of the Project Agreements, where under whereunder such counter party(ies) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that selection or replacement of an O&M Contractor Contractor, if any, and execution of the O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire or its Contractors from any liability or obligation under this Agreement. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire’s company in the event the aggregate shareholding of the Selected Bidder together with {its/their} Associates, in the issued and paid-up equity share capital of the Concessionaire declines below 51% (fifty one percent) thereof during the first 2 (two) years of the Concession Period; Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1525% (fifteen twenty-five per cent) of the total Equity equity of the Concessionaire; , or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslywithin a period of 60 (sixty) days from the date of receipt of such request. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the avoidance of doubt, it is expressly agreed that merger of the Concessionaire with its parent company and/or the Selected Bidder and/or any of the constituents thereof shall also constitute Change in Ownership. For the purposes of this Clause 5.3.2: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board of Directors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen per centtwenty five percent) of the Equity equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the Concessionaire.

Obligations of the Concessionaire. Obligations of the Concessionaire Subject to and on the terms and conditions of this Agreement, the Concessionaire shall shall, at its own cost and expense expense, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Project Highway Storage Facility and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder. The Concessionaire shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person. Subject to the provisions of Clause 3.2.1, the Concessionaire shall provide the Storage Facility for the exclusive use of the Authority or its assignees for storage of Food Grain and provide handling and related services to the Authority or its assignees, as per the terms laid down herein against payment of Storage and Handling Charges, as the only charges payable as per terms of this Agreement for the Storage Services. The Concessionaire shall design, construct, operate and maintain the Storage Facility in accordance with the Specifications and Standards and the Maintenance Requirements, such that its Availability is not less than 98% (ninety eight per cent) of the Storage Capacity during any Accounting Year of the Concession Period (the “Normative Availability”). For the avoidance of doubt and by way of illustration, the Normative Availability for a designed Storage Capacity of 10,000 (ten thousand) MT shall be 9, 800 (nine thousand and eight hundred) MT for an Accounting Year and where the context so requires, the Normative Availability for any month shall also be an average Availability of 9,800 (nine thousand and eight hundred) MT for that month. Explanation: Availability of the Storage Capacity shall mean, the capacity available for storage of Food Grains in Silos, expressed as a percentage of the aggregate designed Storage Capacity (the “Availability”) and shall include any deemed Availability in accordance with the provisions of this Agreement. For the avoidance of doubt, any Storage Capacity which is being utilised for storage of Food Grains shall be included in the computation of Availability. The Concessionaire shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.2), and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; procure, as required, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project HighwayStorage Facility; perform and fulfil its obligations under the Financing Agreements; make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement; make reasonable efforts to facilitate the acquisition of land required for the purposes of the Agreement; ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; and transfer the Project Highway Assets to the Authority upon Termination of this Agreement, in accordance with the provisions thereof. Agreement Obligations relating to Project Agreements It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, and no default under any Project Agreement or agreement shall excuse the Concessionaire from its obligations or liability hereunder. The Concessionaire shall submit to the Authority the drafts of all Project Agreements Agreements, or any amendments or replacements thereto thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 30 15 (thirtyfifteen) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that no review and/or observation of the Authority and/or its failure to review and/or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever. The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if Authority. If such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the Debt Duedebt of the Concessionaire. The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (the “Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies) of each of the Project Agreements, where under such counter party(ies) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that selection or replacement of an O&M Contractor and execution of the O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire or its Contractors from any liability or obligation under this Agreement. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations of the Concessionaire. Obligations of the Concessionaire Subject to and on the terms and conditions of this Agreement, the Concessionaire shall shall, at its own cost and expense expense, procure finance for and undertake the design{Tolling Obligations from Appointed Date, engineering, procurement, construction, and O&M obligations (in terms hereof) from ­­­­­­­­­­_____[..(specified Date](“O&M Handover Date”) in respect of the}4 operation and maintenance of the Project Highway and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder. The Concessionaire shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practice Practice, Applicable Laws and Applicable Permits, and as a reasonable and prudent person. The Concessionaire shall, shall at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement: ; make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits (other than those set forth in Clause 4.1.2)Permits, and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; procure, as required, the appropriate proprietary rights, licenceslicenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project Highway; perform and fulfil its obligations under the Financing Agreements; make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it the Concessionaire or its Contractors in connection with the performance of its the Concessionaire’s obligations under this Agreement; make provide reasonable efforts support and assistance to facilitate the acquisition of land required and/ or capacity Augmentation if undertaken by Authority for the purposes of and in terms of the Agreement; ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; –––––––––––––––––––––––––––– 4 To be included in case of Annuity BOT and New EPC project where maintenance obligations would be subsisting under respective contracts. Whereas in case of Item Rate the content in Parenthesis would be removed and definitions of Tolling obligations and O&M Handover Date would be removed. not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; undertake the O&M obligations in terms of Clause 15.1, and support, cooperate with and facilitate the Authority in the implementation monitoring of operation and operation maintenance of the Project Highway in accordance with the provisions of this Agreement; furnish to the Authority in each year of the Concession Period, and every three months prior to expiry of annual Performance Security, rolled over and renewed Performance Security (escalated at Price Index from last value), subject to and in accordance with terms hereof; without prejudice to the requirement under clause 5.2 below, ensure and procure that through the Concession Period, the O&M contractor engaged by the Concessionaire from time to time or at any time, if any, shall fulfil the threshold technical eligibility criteria prescribed for the same under the relevant RFP; to the complete satisfaction of the Authority, and in the event Concessionaire fails to comply with the same at any time during term hereof, the same shall be deemed as Concessionaire’s Default which shall make the Agreement liable for termination; transfer the possession of Project Highway to the Authority in good operational condition as per Good Industry Practice, upon Termination of this Agreement, in accordance with the provisions thereof. Obligations relating ; and pay the applicable Stamp Duty and registration fees with respect to Project Agreements It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, and no default under any Project Agreement or agreement shall excuse the Concessionaire from its obligations or liability hereunder. The Concessionaire shall submit to the Authority the drafts of all Project Agreements or any amendments or replacements thereto for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 30 (thirty) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that no review and/or its failure to review and/or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever. The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the Debt Due. The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (the “Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies) of each of the Project Agreements, where under such counter party(ies) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that selection or replacement of an O&M Contractor and execution of the O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire or its Contractors from any liability or obligation under this Agreement. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.