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INDENTURE OF MORTGAGE

BETWEEN [.] as the Borrower

AND

[.] as the Security Trustee

INDENTURE OF MORTGAGE THIS INDENTURE OF MORTGAGE made at ___________________ on this ______ day of ________________, 2011 between: 1. _______________________, a company under the Companies Act, 1956 and having its registered office at [.] (hereinafter referred to as the Borrower, which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and permitted assigns)

Borrower

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AND 2. [.], a company under the Companies Act, 1956 and having its registered office at [.](hereinafter referred to as the Security Trustee, which expression shall include trustees for the time being and shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors, transferees, novatees and assigns).

(Each of the parties mentioned above, are hereunder collectively referred to as the Parties and individually as a Party). WHEREAS : A. The Rupee Lenders have, pursuant to the Facility Agreement, agreed to extend to the Borrower and the Borrower has agreed to avail from the Rupee Lenders, the Rupee Facility on the terms and conditions contained in the Facility Agreement. One of the conditions of the Facility Agreement and the Security Trustee Agreement is that the Outstandings shall be secured, inter alia, at all times by the Mortgaged Properties. The Borrower has agreed to secure the Mortgaged Properties under a mortgage deed in favour of the Security Trustee. The Security Trustee has now called upon the Borrower to execute these presents for the purpose of securing the Mortgaged Properties, which the Borrower have agreed to do in the manner hereinafter expressed.

B.

C.

NOW THIS INDENTURE WITNESSETH AND IT IS HEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS UNDER: 1. Definitions

Unless otherwise defined, capitalised terms in this Indenture shall have the respective meanings given to them in the Facility Agreement. In this Indenture, the capitalised terms listed below shall have the following meanings: Facility Agreement shall mean the facility agreement dated the _____ day of _________, 2011 entered into between the Rupee Lenders, the Borrower and the Facility Agent, as amended from time to time. Fifth Mortgaged Property shall have the meaning ascribed to it under Section 5(v) hereof. Fourth Mortgaged Property shall have the meaning ascribed to it under Section 5(iv) hereof. First Mortgaged Property shall have the meaning ascribed to it under Section 5(i) hereof. Indenture shall mean this Indenture of Mortgage, as amended from time to time.

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MIDC shall mean Maharashtra Industrial Development Corporation, a _____________ and having its registered office at ________________ including its successors and assigns. Mortgage Debt shall mean the amount of the Rupee Facility together with all Interest, LC Commission, BG Commission, Additional Interest, Liquidated Damages, Processing Fee, Commitment Fees, Prepayment Premium, all other fees, financing charges, reimbursements, costs, expenses and/or other monies payable to Rupee Lenders and their trustees, agents etc., under the Facility Agreement and the other Financing Documents. Mortgaged Property/ies shall mean each of the First Mortgaged Property, the Second Mortgaged Property, the Third Mortgaged Property the Fourth Mortgaged Property and the Fifth Mortgaged Property, or all of them collectively, as the case may be. Receiver shall have the meaning given to it in Section 16 hereof. Second Mortgaged Property shall have the meaning ascribed to it under Section 5(ii) hereof. Security Trustee Agreement shall mean the security trustee agreement dated [] entered into between the Security Trustee, the Borrower, the Rupee Lenders and the Facility Agent, as amended from time to time. Third Mortgaged Property shall have the meaning ascribed to it under Section 5(iii) hereof. 2. Construction The rules of interpretation as set out in Section 1.2 of the Security Trustee Agreement shall apply hereto as if the provisions thereof have been expressly set out in full herein with each reference to this Agreement therein being deemed to be a reference to this Indenture. 3. Holding of Security Interest

The Security Trustee shall hold the Security Interest created by the Borrower in its favour under this Indenture over the Mortgaged Properties, including all rights and benefits granted hereunder and all monies received pursuant to or under this Indenture, upon trust for the benefit of the Rupee Lenders, subject to the powers and provisions contained herein and in the Security Trustee Agreement. This Indenture is a Financing Document. 4. Covenant to pay

Pursuant to the Financing Documents and in consideration of each of the Finance Parties having entered into or agreed to enter into the Financing Documents to which it is a party, the Borrower covenants and agrees with the Security Trustee that the Borrower shall comply with the provisions of the Facility Agreement and the other Transaction Documents and shall repay / pay the Rupee Loans and all other monies under the Financing Documents in accordance with the terms set out therein.

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5.

Grant and Transfers

For the consideration aforesaid and as continuing security for the payment and discharge of the Rupee Loans and all other Mortgage Debt and performance of all obligations under the Financing Documents hereby secured or intended to be hereby secured, the Borrower doth hereby grant, assign, convey, assure, charge and transfer unto the Security Trustee by way of continuing security: (i) all and singular [the leasehold lands, more particularly described in Schedule I hereto, together with all buildings, erections, godowns and constructions of every description which are standing, erected or attached or shall at any time hereafter during the continuance of the security hereby constituted be erected and standing or attached to the aforesaid lands and premises or any part thereof and all plant and machinery, trees, fences, hedges, ditches, ways, sewerages, drains, waters, water-courses, liberties, privileges, easements and appurtenances whatsoever to the aforesaid lands or any part thereof belonging to or in anywise appertaining or usually held, occupied, enjoyed therewith or reputed to belong or be appurtenant thereto, And all the estate, right, title, interest, benefit, property, claim and demand whatsoever of the Borrower unto and upon the same (the First Mortgaged Properties), to have and to hold all and singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Rupee Lenders absolutely upon trust for the residue of the unexpired term of the lease granted by MIDC to the Borrower together with the benefits of renewal(s) thereof and subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement and subject also to the proviso for redemption mentioned in this Indenture; all moveable assets of the Borrower whether pertaining to the Project or not including all plant and machinery, electrical systems, hardware, computer software, wiring, pipelines, tanks, containers, electronics spares, machinery spares, tools, furniture, fixtures meters, vehicles, accessories), turbines, steam generators, boilers, all plants and machineries used for transportation of coal, steam and water systems, electrical systems, hardware, computer software, wiring, pipelines, tanks, electronics spares, machinery spares, tools, meters, motor vehicles, accessories and all other equipment and assets of the Borrower and all other equipment or property, whether affixed to the earth or not, whether installed or not and whether lying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Project Site or any of the Borrower's premises, warehouses, stockyards and godowns or those of the Borrower's agents, affiliates, associates or representatives or at various work sites or at any place(s) or wherever else situated or wherever else the same may be, and all the intangible assets including but not limited to intellectual property rights, goodwill of the Borrower, and uncalled capital, whether now belonging to or that may at any time during the continuance of this Indenture belong to the Borrower and/or that may at present or hereafter be held by any party anywhere to the order and disposition of the Borrower or in the course of transit or delivery, and all replacements thereof and additions thereof whether by way of substitution, replacement, conversion, nationalization or otherwise howsoever together with all benefits, rights and incidentals attached thereto which are now or shall at anytime hereafter be owned or acquired by the Borrower, And all the estate, right, title, interest, benefit, property, claims and demands whatsoever of the Borrower unto and upon the same, both present and future, (the Second
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(ii)

Mortgaged Property) to have and to hold all and singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Rupee Lenders absolutely upon trust and subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement and subject also to the proviso for redemption mentioned in this Indenture; (iii) all rights, title, interest, benefit, claims and demands whatsoever of the Borrower, in any Project Documents, licenses to and under all assets of the Project, permits, Clearances, approvals, consents, insurance policies, all monies, revenues and receivables thereunder, , assignments, concessions, all letters of credit, guarantees and performance bonds, all claims of the Borrower under or in any proceedings against all or any Persons, together with the right to further assign any of the Third Mortgaged Property, And all the estate, benefit, property whatsoever of the Borrower unto and upon the same, both present and future, (the Third Mortgaged Property) to have and to hold all and singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Rupee Lenders absolutely upon trust and subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement and subject also to the proviso for redemption mentioned in this Indenture; all rights, title, interest, benefit, claims and demands whatsoever of the Borrower in, to, under and in respect of all bank accounts of the Borrower (including the Accounts and all sub-accounts thereof) or any replacement thereof, together with Permitted Investments including all operating cash flows and receivables from the Project and all other assets and securities which represent all amounts on such accounts and all the moneys, securities, instruments, investments, and other properties deposited in, credited to or required to be deposited in or credited to or lying to the credit of such accounts or liable to be credited to such accounts, all the moneys lying to the credit of the aforesaid accounts or liable to be credited to such accounts, And all the estate, benefit, property whatsoever of the Borrower unto and upon the same, both present and future, (the Fourth Mortgaged Property) to have and to hold all and singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Rupee Lenders absolutely upon trust and subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement and subject also to the proviso for redemption mentioned in this Indenture; all monies / amounts owing to or received by or receivable by the Borrower, whether now existing, or at any time existing during the continuance of this Indenture, And all estate, benefit, property, rights, title, interest, benefits, claims and demands whatsoever of the Borrower in, to or in respect of all the aforesaid amounts, both present and future, (the Fifth Mortgaged Property) to have and to hold all and singular the aforesaid premises unto and to the use of the Security Trustee for the benefit of the Rupee Lenders absolutely upon trust and subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement and subject also to the proviso for redemption mentioned in this Indenture. Security, ranking, etc. Ranking among various lenders

(iv)

(v)

6. (a)

Borrower

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(i)

(ii)

The beneficial interest in the Security shall rank pari passu inter se among all the Rupee Lenders; the Security Interest created under this Indenture in favour of the Security Trustee for the benefit of the Rupee Lenders shall rank pari passu with the lenders participating in the bank borrowings for the working capital requirements/bank guarantee facility to the extent as approved by the Rupee Lenders. The Security created/to be created in favour of the Security Trustee for the benefit of the Rupee Lenders and the lenders participating in the bank borrowings for the working capital requirements/bank guarantee facility to the extent as approved by the Rupee Lenders, shall be first ranking security.

(b)

Continuing Security The security created by or pursuant to these presents is a continuing security and shall remain in full force and effect, notwithstanding any intermediate payment or settlement of account or other matter or thing whatsoever and in particular the intermediate satisfaction by the Borrower of any part of the Mortgage Debt in accordance with the Financing Documents and is in addition and without prejudice to, and shall neither be merged in, nor in any way exclude or prejudice, any other security, guarantee, lien, indemnity or right of recourse or other right whatsoever (or the invalidity thereof) or remedy which the Security Trustee may now or hereafter hold or have (or would apart from this Security hold or have) as regards the Borrower or any other Person in respect of the Mortgage Debt or any part thereof. This security may be enforced against the Borrower without first having recourse to any other rights of the Security Trustee or the other Finance Parties.

(c)

Cumulative Powers The powers which this Indenture confers on the Security Trustee and any Receiver appointed hereunder are cumulative, without prejudice to their respective powers under the Applicable Law and any Financing Document, and may be exercised as often as the Security Trustee or the Receiver thinks appropriate in accordance with these presents; the Security Trustee or the Receiver may, in connection with the exercise of their powers, join or concur with any Person in any transaction, scheme or arrangement whatsoever; and the Borrower acknowledges that the respective powers of the Security Trustee and the Receiver shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing by the Security Trustee or Receiver as relevant.

(d)

Avoidance of Payments If any amount paid by the Borrower in respect of the Mortgage Debt is avoided or set aside on the liquidation or administration of the Borrower or otherwise, then for the purpose of this Indenture such amount shall not be considered to have been paid.

7.

Further Acquisition, Easements and Possession A. Further Acquisition


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(a)

The Borrower hereby covenants with the Security Trustee that the Borrower shall, so long as the Mortgage Debt remains outstanding, promptly upon acquisition of any other immovable property whether by way of ownership, lease or otherwise, in relation to the Project, inform the Security Trustee and shall immediately upon such acquisition of additional immovable property grant, convey, transfer, assign, secure and charge, in a form and manner acceptable to the Facility Agent, such additional property unto the Security Trustee, at the cost of the Borrower, to and for the benefit of the Rupee Lenders. Any buildings and structures, machinery, plant, equipment, fixtures, articles and things, which shall from time to time hereafter during the continuance of this Indenture be erected or installed or be in or upon or about the Mortgaged Properties hereinbefore expressed to be hereby granted, transferred, charged, assured and assigned or fixed or attached to any buildings or structures now standing or hereafter to be erected on the Mortgaged Properties and/or any part thereof respectively and situate, lying and being in the Mortgaged Properties and used or intended to be used in connection with the business of the Borrower whether in substitution or replacement of or in addition to any buildings and structures, machinery and plant, equipment, fixtures, articles and things now standing or being fixed or attached or used or intended to be used in connection with the business of the Borrower or otherwise shall be included in the present security and be subject to the trusts, provisions and covenants in these presents contained and the Borrower shall at its own costs forthwith vest the same in the Security Trustee UPON TRUST for the benefit of the Rupee Lenders subject to the powers and provisions contained in this Indenture and the Security Trustee Agreement. Easements For the consideration aforesaid the Borrower doth hereby irrevocably grant full and free rights and liberty in the Mortgaged Properties as and by way of easement to pass, re-pass and have unfettered access at all times, for the purposes permitted under the Financing Documents, to the Security Trustee and their nominees, agents and representatives over the vacant lands, hereditaments and Mortgaged Properties or any part thereof mortgaged and charged by these presents in common with all other Persons entitled to like rights at all time thereafter.

(b)

B.

C.

Possession The Borrower has not given possession of the Mortgaged Properties to the Security Trustee.

8.

Provision for Redemption If the Borrower shall have paid in full the Mortgage Debt in accordance with the Financing Documents, on or after the Final Settlement Date, the Security Trustee shall, upon the written request and at the expense of the Borrower, reassign, reconvey re-transfer and release unto the Borrower, without recourse and without any representation or warranty of any kind by or on behalf of the Security
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Trustee, such of the Mortgaged Properties or only such part of the Mortgaged Properties as constitute the security and as have not theretofore been sold or otherwise foreclosed, applied or released pursuant to this Indenture. PROVIDED that such reassignment, retransfer or release of the security created under this Indenture shall not thereby affect or cause the reassignment, retransfer or release of any property or assets secured under any other mortgage or charge. 9. Representations and Warranties (a) The Borrower has made the representations and warranties set forth in the respective Financing Documents and those stated in the Security Trustee Agreement, which are incorporated herein by reference and made a part of this Indenture as if such representations and warranties were set forth in full herein. The Borrower acknowledges and accepts that the Security Trustee has agreed to enter into this Indenture on the basis of, and in full reliance of the warranties made herein. The Borrower further confirms and warrants that: (i) The Borrower has the power and is legally entitled and possessed of the corporate powers to execute, deliver and perform the terms and provisions of this Indenture and has taken all corporate action to authorise the execution, delivery and performance by it of this Indenture and all Clearances required under Applicable Law for the creation, effectiveness, priority and enforcement of such security have been obtained; The Borrower has obtained requisite approvals from MIDC for creation of security on the First Mortgaged Property; there are no outstanding dues to be paid to MIDC; This Indenture when executed and delivered will constitute its legal, valid and binding obligation on the Borrower; Neither the execution and delivery by the Borrower of this Indenture, nor the Borrowers compliance with or performance of the terms and provisions hereof will contravene any provision of Applicable Law or will violate any provision of the Memorandum and Articles of Association or any agreement or other document by which the Borrower (or any of its properties) may be bound and the Applicable Law in the jurisdiction of its incorporation; The Borrower is lawfully possessed of a valid and subsisting right, title and interest in and to the Mortgaged Properties; The provisions of this Indenture are effective to create in favour of the Security Trustee for the benefit of the Rupee Lenders, a legal, valid and binding security expressed to be created in Section 5 hereof on all of the Mortgaged Properties on which the Borrower purports to grant charges pursuant hereto, and all necessary and
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(b)

(c)

(ii)

(iii) (iv)

(v) (vi)

appropriate recordings and filings have been made in all appropriate public offices, and all other necessary and appropriate action has been taken so that this Indenture creates effective security on all right, title, estate and interest of the Borrower in the Mortgaged Properties; (vi) there are no encumbrances on the Mortgaged Properties or any part thereof and no pending litigations or actionable claims in respect of the Mortgaged Properties or any part thereof; the Borrower does not have any outstanding lien or obligation to create liens with respect to the interests secured by this Indenture and the Security Documents.

10.

Covenants (a) The Borrower shall observe and perform the covenants and undertakings set forth in the Facility Agreement, which covenants are hereby incorporated herein by reference and made a part of this Indenture as if such covenants and other relevant provisions were set forth in full herein. In addition to the covenants set forth in Section 10(a) hereof, the Borrower further confirms, covenants and agrees that, during the subsistence of this Indenture: (i) Notwithstanding anything contained in this Indenture, it shall be lawful for the Security Trustee, at the risk and expense of the Borrower, (a) at all times to enter and inspect, and (b) upon the happening of an Event of Default, to enter into and take possession of the Mortgaged Properties and any future assets comprised in these presents, and thenceforth the Borrower shall take no action inconsistent with or prejudicial to the right of the Security Trustee and the Rupee Lenders as such quietly to possess, use and enjoy the same and to receive the income, profits and benefits thereof without interruption or hindrance by the Borrower or by any Persons whomsoever, and upon the taking of such action, the Security Trustee shall be freed and discharged from or otherwise by the Borrower well and sufficiently saved and kept harmless and indemnified of, from and against all former and other estates, title, claims, demands and encumbrances whatsoever. The Borrower and all other Persons lawfully or equitably claiming or being entitled to claim any estate, right, title or further assurances, interest in, to or upon the Mortgaged Properties and any future assets comprised in these presents or any of them or any parts thereof respectively, shall and will, from time to time and at all times, at the cost of the Borrower or the other Person (as appropriate), execute, make and do or cause and procure to be executed, made and done every such assurance, act and thing for further and more perfectly assuring all or any of the Mortgaged Properties and any future assets comprised in these presents unto and to the use of the Security Trustee on the terms of these
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(b)

(ii)

presents as shall be required by the Security Trustee as also to transfer the Mortgaged Properties to the Security Trustee and / or to enable the Security Trustee to be registered as the holder, owner or proprietor or otherwise obtain legal title to or assignment of any of the Mortgaged Properties, in each case on the terms of these presents. (iii) The Borrower shall at all times during the continuance of these presents and the security hereby created duly and punctually pay any imposts, duties, Taxes, premia and outgoings which become payable by the Borrower in respect of the Mortgaged Properties or any part thereof or the carrying out by the Borrower or maintenance of any business or operations thereon and shall prevent any part of such Mortgaged Properties from becoming charged with the payment of any such imposts, duties and Taxes payable by the Borrower. The Borrower shall at all times and at its own cost and expense keep and maintain the Mortgaged Properties in good repair and good working order and condition and when necessary rebuild or renew or replace the same. If the Security Trustee considers that the whole or any part of the Mortgaged Properties requires repair and if any other works, matters, or things are required in order to preserve its security hereunder, then the Security Trustee shall give notice thereof to the Borrower calling upon the Borrower to repair or replace the same. Upon the Borrowers failure to do so within a reasonable period after receipt of such notice, it shall be lawful for but not obligatory upon the Security Trustee to repair or replace the same or any part hereof at the expense of the Borrower. The Borrower shall permit the Security Trustee and its representatives, servants and agents, either alone or with workmen and others, from time to time and at all times to enter into and upon the Mortgaged Properties and any future assets and to inspect the same. The Borrower shall display a plate stating MORTGAGED TO [SECURITY TRUSTEE] FOR THE BENEFIT OF VARIOUS RUPEE LENDERS at prominent places in the business premises, godown, offices of the Borrower or any other person, where the Mortgaged Properties are located. The Borrower shall give all notices, orders, instructions and directions whatsoever and/or obtain all such approvals which the Security Trustee may require in relation to the Mortgaged Properties or in relation to the creation, perfection or enforcement of security expressed to be created hereunder or transfer of the Mortgaged Properties in accordance with the terms of these presents.

(iv)

(v)

(vi)

(vii)

Borrower

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(viii)

The Borrower shall ensure that the Mortgaged Properties mortgaged, charged and assigned hereunder continue to remain the absolute property of the Borrower and at the disposal of the Borrower save and except to the extent of the mortgages, charges and encumbrances permitted to be created by and as are disclosed to the Finance Parties and any dispositions expressly permitted under the Financing Documents. The Borrower shall ensure that all the Mortgaged Properties are duly and effectively insured jointly in the name of the Borrower and the Security Trustee in accordance with the requirements of the Financing Documents and in respect of Mortgaged Properties being secured, the name of the Security Trustee is duly endorsed as an additional insured and the name of the Security Trustee is duly endorsed as a loss payee on such insurance policies and all renewals thereof and that the conditions and stipulations provided for in the Transaction Documents in that behalf are duly and effectually observed and performed by the Borrower in the manner and to the extent required under the Transaction Documents. If any penalty or legal costs or any other charges are paid for the stamping and registration of this Indenture or any supplement or addition thereto or any other additional security documents by the Security Trustee or any other Secured Party, the Borrower will pay to the Security Trustee or such other Secured Party (as the case may be) the amount thereof with interest, which shall include the Further Interest and Liquidated Damages, from the date of payment by the Security Trustee or such other Finance Parties until the date of repayment by the Borrower. The Borrower shall deliver to the Security Trustee certified copies of the receipts evidencing payment of stamp duty and other charges in connection with the stamping and registration of this Indenture. The Borrower shall not do or suffer to be done or be party or privy to any act, deed, matter or thing which may, in any manner prejudicially affect the securities and the rights created in favour of the Security Trustee.

(ix)

(x)

(xi)

(xii)

11.

Failure to Pay It is hereby agreed and declared that if upon the occurrence of an Event of Default the Borrower shall fail to pay to the Finance Parties, the Mortgage Debt or any part thereof in the manner provided herein or in the Financing Documents then and in that event the Mortgaged Properties hereby granted, conveyed, assured, assigned, transferred and charged or expressed so to be shall not be redeemed or be redeemable by the Borrower or any other Persons interested in the equity of redemption thereof at any time thereafter and the Finance Parties shall be entitled to refuse to accept payment of the Mortgage Debt unless the Borrower or such Persons shall have given to the Finance Parties 1 (one)
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months previous notice in writing making an appointment to pay off the Mortgage Debt on any Business Day of the Finance Parties and shall pay the same accordingly and in conformity with such notice on such appointed day or unless and in the alternative and in default or in lieu of such notice the Borrower or such Persons shall pay to the Finance Parties in addition to the Mortgage Debt and at the same time a further sum equivalent to 1 (one) months' interest on the Mortgage Debt at the respective agreed rates as aforesaid and every failure on the part of the Borrower or such Persons to pay off the Mortgage Debt strictly in accordance with such notice as aforesaid and on the day thereby appointed shall entitle the Finance Parties to a fresh notice of the same part of the default thereof or to 1 (one) months' further interest at the rate aforesaid. 12. Enforcement (a) The security created hereunder in favour of the Security Trustee for the benefit of the Rupee Lenders shall become enforceable by the Security Trustee on the instruction of the Rupee Lenders upon the occurrence of an Event of Default. At any time after the security shall have become enforceable pursuant to the terms of this Indenture or any of the other Financing Documents, without prejudice to any other rights it may have and without prior notice to the Borrower,: (i) the Rupee Lenders shall be entitled to declare all or part of the Mortgage Debt to be immediately due and payable (or on such dates as the Security Trustee or the other Finance Parties may specify), whereupon they shall become so due and payable; the Security Trustee shall be entitled to : (1) sell, call in, collect, convert into money or otherwise deal with or dispose of the Mortgaged Properties or any part thereof on an instalment basis or otherwise and generally in such manner and upon such terms whatever as the Security Trustee may consider fit; exercise any and all powers which a Receiver could exercise hereunder or by Applicable Law; appoint by writing any Persons to be a Receiver of all or any part of the Mortgaged Properties, from time to time determine the remuneration of the receiver and remove the receiver (except where an order of the courts is required therefor) and appoint another in place of any receiver, whether such receiver is removed by the Security Trustee or an order of the court or otherwise ceases to be the receiver or one of two or more receivers; substitute itself or its designee for the Borrower under any or all of the Clearances, and to commence and conduct either in the name of the Borrower or in its own name or
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(b)

(ii)

(2) (3)

(4)

otherwise any proceedings against any Person in respect of any breach of the Clearances and the Borrowers residual interest in the Trust and Retention Account Agreement; (5) enter into and upon and take possession of the Mortgaged Properties and any future assets comprised in these presents and after the taking of such action the Borrower shall take no action inconsistent with or prejudicial to the right of the Security Trustee quietly to possess, use and enjoy the same and to receive the income, profits and benefits thereof without interruption or hindrance by the Borrower or by any Persons whomsoever, and upon the taking of such action, the Security Trustee shall be freed and discharged from or otherwise by the Borrower well and sufficiently saved and kept harmless and indemnified of, from and against all former and other estates, titles, claims, demands and encumbrances whatsoever; operate the Accounts and appropriate all monies lying therein; and take all such other action expressly or impliedly permitted under this Indenture or in the other Financing Documents or permitted under the Applicable Law.

(6) (7)

(c)

The Security Trustee shall have the authority to act upon and enforce the provisions of this Indenture in accordance with these presents or to adopt appropriate remedies in that behalf and may in that behalf adopt remedies in relation thereto and shall exercise all powers under this Indenture in accordance with Applicable Law and the Financing Documents.

13.

Expenses All costs, charges and expenses incurred / paid by the Security Trustee and/or any other Secured Party including expenses after occurrence of an Event of Default in connection with preservation or protection or enforcement of the Mortgaged Properties of the Borrower (whether then or thereafter existing) and collection of amounts due to the Finance Parties shall be payable by the Borrower in accordance with the Financing Documents and shall stand secured under these presents.

14.

Sale without Intervention of court It is hereby agreed and declared as follows: (a) Subject to Section 14(b) hereof, following the occurrence of an Event of Default, it shall be lawful for the Security Trustee on the instruction of the Rupee Lenders at any time without any further consent of the Borrower, to sell, assign or concur with any other Person in selling, assigning the Mortgaged Properties and any future assets comprised under the present security or any part thereof either by public auction or private contract,
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including the land, buildings and structures or separately therefrom with liberty to make any arrangements as to removal of the plant, machinery, fixtures, fittings and other implements from the land, building and structures and with liberty also to make such conditions or stipulations regarding title or evidence of title or other matters as the Security Trustee may deem proper, with power to buy or obtain assignment of the Mortgaged Properties at any sale and to resell or reassign the Mortgaged Properties at any sale by auction or to rescind or vary any contract for sale and to resell or reassign the Mortgaged Properties without being answerable or accountable for any loss or diminution occasioned thereby and with power also to execute assurances and give effectual receipts for the purchase money and do all other acts and things for completing the sale / assignment which the person or persons exercising the power of sale / assignment shall think proper, and the aforesaid power shall be deemed to be a power to sell and concur in selling the Mortgaged Properties without the intervention of the Court within the meaning of Section 69 of the Transfer of Property Act, 1882; (b) The power of sale and/or assignment hereinbefore contained shall not be exercised by the Security Trustee/Rupee Lenders unless and until an Event of Default shall have occurred; No purchaser or other Person dealing with the Security Trustee and/or any Receiver upon any sale purporting to be made in pursuance of the aforesaid power in that behalf shall be bound or concerned to see or inquire whether the events mentioned in Sub-section (b) has happened or whether any default has been made in payment of any moneys intended to be hereby secured or whether any money remains owing on the security of these presents or as to the necessity or expediency of the stipulations subject to which such sale and/or assignment shall have been made or otherwise as to the propriety or regularity of such sale and/or assignment and notwithstanding any impropriety or irregularity whatsoever in any such sale and/or assignment the same shall as regards the safety and protection of the purchaser or purchasers be deemed to be within the aforesaid power in that behalf and be valid and effectual and the remedy of the Borrower in respect of any breach of any of the Sections or provisions hereinbefore contained or of any impropriety or irregularity whatsoever in any such sale and/or assignment shall be in damages only; All other provisions and trusts ancillary to the power of sale which are contained in Section 69 of the Transfer of Property Act, 1882, shall apply to this security as if the same were incorporated herein; and Upon any such sale /assignment as aforesaid the receipt by the Security Trustee of the purchase money shall effectually discharge the purchasers or purchaser therefrom and from being concerned to see to the application thereof or being answerable for the loss or misapplication thereof.

(c)

(d)

(e)

Borrower

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15.

Transfer of Property Act (a) Section 67A The provisions of Section 67-A of the Transfer of Property Act, 1882, shall not apply to these presents and the Security Trustee, notwithstanding that the Security Trustee may hold two or more mortgages executed by the Borrower including these presents, in respect of which the Security Trustee has the right to obtain the kind of decrees under Section 67 of the Transfer of Property Act and shall be entitled to sue and obtain such decree on any of such mortgages without being bound to sue on all such mortgages in respect of which the mortgage moneys shall have become due.

(b)

Continued Possession It shall be lawful for the Borrower to retain possession of and the Borrower may use the Mortgaged Properties in accordance with the Financing Documents (including any disposal expressly permitted and subject to the terms of the Financing Documents) until the Security Trustee becomes entitled to take possession thereof under these presents.

(c)

Section 65A The provisions of Section 65A of the Transfer of Property Act, 1882 shall not apply to this Indenture. The Borrower shall while in lawful possession of the Mortgaged Properties have no power to make leases or disposals or transfers thereof, save and except in pursuance of the terms of the Financing Documents and with the consent in writing of the Rupee Lenders.

16.

Appointment of Receiver A. Subject to the observance of such restrictions as may be imposed by Section 69A of the Transfer of Property Act, 1882, or any other applicable statutory provisions, the Security Trustee at any time after the Security hereby constituted shall have become enforceable may by writing appoint as Receiver of the Mortgaged Properties or any part thereof one or more Persons, entities or any Authorised Officer(s) of such Person (Receiver) and may remove any Receiver so appointed and appoint another in his stead. (a) of (b) Appointment of any Receiver may be made either before or after the Security Trustee shall have entered into or taken possession the Mortgaged Properties; Such Receiver may, from time to time, be invested with such of the rights, powers, authorities and discretions exercisable by the Security Trustee set forth herein or under Applicable Law or as the Security Trustee may think expedient including the following rights, powers and authorities:

B.

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(i)

to enter upon or take possession of, collect, and get in all or any part of the Mortgaged Properties and for that purpose to take any proceedings and enforce any order or judgement in the name of the Borrower or otherwise as the Receiver shall consider fit; to manage or carry on or concur in carrying on the business of the Borrower (including, without limitation, the management and operation of the Rupee Facility and/or the performance of the Project Documents and the Clearances) as the Receiver shall consider fit, in each case, without being responsible or liable for any loss or damage caused by the negligence or wilful default of the Receiver; to make any arrangement or compromise between the Borrower and any other Person or pay any compensation or incur any obligation which the Security Trustee or the Receiver shall consider fit; for the purpose of exercising any of the powers, authorities and discretions conferred on it by this Indenture and/or defraying any costs or expenses which may be incurred by it in the exercise thereof or for any other purpose, to borrow moneys on the security of the Mortgaged Properties on such terms (with or without security) as the Receiver or the Security Trustee shall consider fit and so that, with the prior written consent of the Security Trustee, any such security may be or include a charge on the whole or any part of the Mortgaged Properties ranking wholly or partly in priority to or pari passu with the security created hereunder; to make calls, conditionally or unconditionally, on the shareholders in respect of uncalled capital committed under the Transaction Documents; to assign, sell, lease, license, grant options to sell, deal with or manage or concur in assigning, selling, leasing, licensing, granting options to sell, dealing with or managing and to vary, terminate or accept surrenders of leases, licenses or tenancies of or otherwise dispose of any part of the Mortgaged Properties in such manner and generally on such terms and conditions as the Security Trustee or the Receiver shall consider fit and to carry any such transactions into effect in the name of and on behalf of the Borrower or otherwise; to make, effect and do all maintenance, repairs, developments, reconstructions, improvements, furnishings, equipment, insurances, alterations or additions to or in respect of the Mortgaged Properties and maintain, renew, take out or increase insurances in the interest of the
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(ii)

(iii)

(iv)

(v)

(vi)

(vii)

Security Trustee for maintaining the value of the Mortgaged Properties, in every such case as the Security Trustee or the Receiver shall consider fit; (viii) to obtain all clearances, planning consents and permissions, building regulations, approvals and any other consents or licenses necessary or appropriate to carry out any of the matters referred to in this Indenture or otherwise as the Security Trustee or Receiver shall consider fit; to redeem any prior encumbrance and settle and pass the accounts of the encumbrances so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Borrower and the money so paid shall be deemed to be an expense properly incurred by the Receiver; to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any Person or body who is or claims to be a creditor of the Borrower or relating in any way to the Mortgaged Properties or any part thereof; to bring, prosecute, enforce, defend and discontinue all such actions and proceedings in relation to the Mortgaged Properties or any part thereof as the Receiver shall consider fit; to sell, lease or otherwise dispose of all or any part of Second Mortgaged Properties including plant, machinery or other fixtures (whether situate on the Mortgaged Properties or otherwise); to implement or continue the development of (and obtain all clearances and other consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Mortgaged Properties and do all acts and things incidental thereto; to do all such things and take all such actions as may be required in order to ensure the continued safe, efficient and economic operation of Project; to insure and keep insured the property and assets of an insurable nature comprised in the Mortgaged Properties against loss or damage by such risks and contingencies in such manner and in all respects as set out in the Security Trustee Agreement, and to maintain, renew or increase any insurance or insurances in respect of such property or assets;

(ix)

(x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

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(xvi)

to promote the formation of companies with a view to purchasing all or any of the undertaking, property, assets and rights of the Borrower or otherwise; to do all such other acts and things (including, without limitations, signing and executing all documents and deeds) as may be considered by the Security Trustee or Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Properties;

(xvii)

(xviii) to exercise all such other power and authority as the Security Trustee shall consider fit to confer and so that the Security Trustee may in relation to such part of the Mortgaged Properties as is the subject of the security expressed to be created hereunder confer any powers and authorities which it could give if it were an absolute beneficial owner thereof; and (xix) in the exercise of any of the above powers, to expend such sums as the Receiver may think fit and the Borrower shall forthwith on demand repay to the Receiver all sums so expended together with all applicable Further Interest and Liquidated Damages and other applicable interest and charges, from time to time, and until such repayment, such sums, together with such interest, shall be secured by this Indenture.

(c)

Unless otherwise directed by the Security Trustee such Receiver may exercise all the rights, powers, authorities and discretions herein or by Applicable Law vested in the Security Trustee; Such Receiver shall exercise its powers, authorities and discretion from time to time in accordance with instructions made and given by the Security Trustee; Subject to the provisions of Section 69A of the Transfer of Property Act, 1882, the Security Trustee may from time to time fix the remuneration of such Receiver and may direct payment thereof out of the Mortgaged Properties; The Security Trustee from time to time and at any time, may require any such Receiver to give security for the due performance of its duties as such Receiver, and may fix the nature and amount of security to be so given, but the Security Trustee shall not be bound in any case to require any such security; The Security Trustee shall be in no way responsible for any misconduct, misfeasance, malfeasance or negligence on the part of any such Receiver and shall not in any way be liable for or in

(d)

(e)

(f)

(g)

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respect of any debts or other liabilities incurred by any such Receiver whether the Borrower shall or shall not be in liquidation; (h) All the powers, provisions and trusts contained in Section 69A of the Transfer of Property Act, 1882, shall apply to the Receiver appointed under this Section; Every Receiver appointed under the provisions hereof shall be deemed to be the agent of the Borrower and the Borrower shall be solely responsible for such Receivers acts and defaults and for his remuneration; and The Receiver shall, in the exercise of the Receivers powers, authorities and discretions, conform to the instructions, directions and regulations from time to time given or made by the Security Trustee.

(i)

(j)

17.

Not Mortgagee-in-Possession The Borrower acknowledges and confirms that neither the Security Trustee nor any Receiver appointed as aforesaid shall, by reason of the Security Trustee or such Receiver entering into or taking possession of the Mortgaged Properties or any part thereof, be liable to the Borrower to account as a mortgagee-in-possession for anything except actual receipts.

18.

Protection of Security Trustee and Receiver: Limitation of Liability Neither the Security Trustee nor any Receiver shall be liable in respect of any loss or damage which arises out of the exercise or the attempted or purported exercise of or the failure to exercise any of their respective rights, powers, authorities, discretions and trusts that may be vested in the Security Trustee.

19.

Indemnity The Security Trustee and every Receiver, attorney, manager, agent or other Person appointed by it and the other Finance Parties shall be entitled to be indemnified out of the Mortgaged Properties in respect of all liabilities and expenses incurred by it in the execution or purported execution of the powers and trusts thereof and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted to be done in anyway relating to the Mortgaged Properties.

20.

Attorney (a) Appointment The Borrower hereby irrevocably appoints the Security Trustee as well as each Receiver to be appointed under these presents to be its attorney or attorneys, and in the name and on behalf of the Borrower to act and execute all deeds and things which the Borrower is authorised to execute and do under the covenants and provisions herein contained and generally to use the name of the Borrower in the exercise of all or any of
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the powers by these presents or by Applicable Law conferred on the Security Trustee or any Receiver appointed by such Security Trustee and also to execute on behalf of the Borrower at the cost of the Borrower the powers hereunder or by Applicable Law conferred on the Security Trustee or any Receiver appointed by it and also to execute on behalf of the Borrower at the cost of the Borrower such documents and deeds as may be necessary to give effect to the provisions referred to hereinabove and also for preservation, enforcement and realisation of the security and the Borrower shall bear the expenses that may be incurred by the Security Trustee or any Receiver in that behalf. (b) Ratification The Borrower covenants with the Security Trustee to ratify and confirm all acts or things made, done or executed by any attorney as contemplated by Section 20(a) hereinabove. 21. Application of monies All monies received by the Security Trustee or any Receiver appointed under these presents whether prior to or as a result of the enforcement of the security constituted hereunder shall be held upon trust and shall be applied by the Security Trustee (except as otherwise required by Applicable Law) for the payment of the Outstandings of the Finance Parties, in accordance with the provisions of the Facility Agreement and the other Financing Documents. 22. Liability to Finance Parties for Deficiency The Borrower shall remain liable to the Finance Parties for any deficiency in the event the monies received by the Security Trustee or the Receiver hereunder are insufficient to discharge the Mortgage Debt. 23. Waiver (a) No implied waiver or impairment No delay or omission of the Security Trustee or any Receiver in exercising any right, power or remedy accruing of it upon any default hereunder shall impair any such right, power or remedy or be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Security Trustee or any Receiver in respect of any default or any acquiescence by it in any default affect or impair any right, power or remedy of the Security Trustee in respect of any other defaults nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies of the Security Trustee herein provided are cumulative and not exclusive of any rights or remedies provided by Applicable Law or equity or in any of the other Financing Documents. (b) Express Waiver

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A waiver or consent granted by the Security Trustee under this Indenture will be effective only if given in writing and then only in the instance and for the purpose for which it is given. 24. Miscellaneous (a) Discharges and Releases Notwithstanding any discharge, release or settlement from time to time between the Security Trustee / other Finance Parties and the Borrower, if any discharge or payment in respect of the Mortgage Debt by the Borrower or any other Person is avoided or set aside or ordered to be surrendered, paid away, refunded or reduced by virtue of any provision of Applicable Law or any enactment relating to bankruptcy, insolvency, liquidation, winding up, composition or arrangement for the time being in force or for any other reason, the Security Trustee shall be entitled hereafter to enforce this Indenture as if no such discharge, release or settlement had occurred.

(b)

Amendment The Borrower and the Security Trustee may amend or supplement the terms of this Indenture by mutual agreement in writing.

(c)

Other Remedies The rights and remedies conferred upon the Security Trustee under this Indenture: (i) shall not prejudice any other rights or remedies to which the Security Trustee may, independently of this Indenture, be entitled; and shall not be prejudiced by any other rights or remedies to which the Security Trustee may, independently of this Indenture, be entitled, or any collateral or other security (including, without limitation, guarantees) now or hereafter held by the Security Trustee.

(ii)

(d)

No Legal Title for Finance Parties The Rupee Lenders shall not have any legal title to any part of the Mortgaged Properties; provided however, that the Rupee Lenders shall have a beneficial interest in the Security Interest created hereunder on the Mortgaged Properties. No transfer, by operation of Applicable Law or otherwise, of any estate, right, title or interest of the Finance Parties in and to the Mortgaged Properties or hereunder shall operate to terminate the trusts hereunder or entitle any successor or assignee of the Rupee Lenders to an accounting or to the transfer to it of legal title to any part of the Security Interest in the Mortgaged Properties.
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(e)

Limitation on Rights of Others Nothing in this Indenture, whether express or implied, shall be construed to give to any Person other than the Finance Parties any legal or equitable right, remedy or claim under or in respect of this Indenture, or in the Mortgaged Properties, except as expressly provided in this Indenture, any covenants, conditions or provisions contained herein, all of which are, and shall be construed to be, for the sole and exclusive benefit of the Finance Parties.

(f)

Accession The Borrower confirms that the Security Interest on the Mortgaged Properties shall extend for the benefit of certain other lenders of the Borrower, who may, if required under the Financing Documents, in future accede to the terms of the Security Trustee Agreement and shall have the benefit of the aforesaid Security upon execution of the Security Trustee Agreement.

25.

Notices Any notice, demand or other communication required to be given to the Borrower, the Rupee Lenders, the Security Trustee or the Facility Agent shall be in accordance with Section 11.1 of the Security Trustee Agreement.

26.

Provisions Severable Every provision contained in this Indenture shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby.

27.

Governing Law and Jurisdiction The Borrower agrees that the courts and tribunals in [] shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Indenture and that accordingly any Proceedings arising out of or in connection with this Indenture may be brought in such courts or the tribunals and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals. The Borrower irrevocably waives any objection now or in future, to decide of the venue of any Proceedings in the courts and tribunals at [] and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals at [] shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law.

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Nothing contained in this Section 27, shall limit any right of the Security Trustee or the other Finance Parties to take Proceedings in any other court or tribunal of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other competent jurisdiction whether concurrently or not and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such court or tribunal, and the Borrower irrevocably waives any objection it may have now or in the future to the laying of the venue of any Proceedings, including any claim that any such Proceedings have been brought in an inconvenient forum. The Borrower hereby consents generally in respect of any Proceedings arising out of or in connection with any Financing Document to the giving of any relief, including interim and/or equitable reliefs, and relief for specific performance, or the issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any assets of the Borrower whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. To the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to claim, and hereby irrevocably waives, such immunity.

Borrower

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SCHEDULE 1 Short Description of Immovable Property (First Mortgaged Properties)

[To be provided by the Borrower] And bounded as follows: On the East by: On the West by: On the North by: On the South by:

together with all buildings and structures thereon and all plant, machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.]

Borrower

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IN WITNESS WHEREOF the Parties have caused this Indenture to be executed on the day, month and year first hereinabove written in the manner hereinafter appearing.

The Common Seal of the withinnamed Borrower, [.], has, pursuant to the resolution of its Board of Directors passed in that behalf on___________________, been affixed in the presence of Mr. ___________________, Director and Mr. __________________________ who have signed these presents in token thereof. in the presence of : 1) Name & Designation 2) Name & Designation

SIGNED AND DELIVERED by the withinnamed Security Trustee, [.], by the hand of Mr. ___________________, its authorised official in the presence of : 1) Name & Designation 2) Name & Designation

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