X.1 The Concessionaire shall at its own cost and expense observe, undertake, comply with and perform, in addition to and not in derogation of its obligations elsewhere setout in this Agreement, the following:

make, or cause to be made, necessary applications to the relevant Governmental Agencies with such particulars and details, as may be necessary for obtaining all Applicable Permits, and obtain such Applicable Permits in conformity with the Applicable Laws;

notify to NHAI forthwith the occurrence of Financial Close;

Submit to NHAI certified true copies of each of the Project Agreements within 7 (seven) days of their execution

Not make any replacement amendment or modifications to any of the Project Agreements without the prior written consent of NHAI, and where such amendment or modification is made without such consent, not to enforce such amendment or modification nor permit enforcement thereof against NHAI in any manner whatsoever;

give NHAI not less than 30 (thirty) days prior notice entering into, amending or replacing any Project Agreement so as to enable NHAI to provide its consent or offer its comments, if any thereon.

remove promptly according to Good Industry Practice from the Project Highway all surplus construction machinery and materials, waste materials (including, without limitation, hazardous materials and waster water), rubbish and other debris (including without limitation accident debris) and shall keep the Site in a neat and clean condition and in conformity with the Applicable Laws and Applicable Permits;

procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project Highway;

provide all assistance to the independent Consultants as it may require for the performance of its duties and services;

provide to NHAI reports on regular basis during the Construction Period and the Operation Period in the form and manner set forth in this Agreement.

obtain and maintain in force on and from the Appointed Date all insurance in accordance with the provisions of this Agreement and Good Industry Practice;

acquire such real estate, as the Concessionaire may deem appropriate for the Additional Facilities and to indemnify and save harmless and defend GOI, NHAI, and STG from and against all proceedings, claims, demands, cost, expense, loss and damage arising out of or relating to the securing of rights to use such real estate by the Concessionaire or any person claiming through or under the Concessionaire;

undertake Debt Service Payments in accordance with the Financing Documents;

levy and collect Fees from users of the Project Highway at the rates set forth in the Notification and in accordance with this Agreement and regulate the traffic on the Project Highway in accordance with the Applicable Laws;

ensure and procure that each Project Agreement contains provisions that entitle NHAI to step into such agreement in its discretion in place and substitution of the Concessionaire in the event of Termination of this Agreement on account of default or breach by the Concessionaire;

appoint, supervise, monitor and control the activities of such Contractors under their respective Project Agreements as may be necessary;

make reasonable efforts to maintain harmony and good industrial relations among the personnel employed in connection with the performance of the Concessionaire’s obligations under this Agreement;

comply with all Applicable Permits and Applicable Laws in the performance of the Concessionaire’s obligations under this Agreement including those being performed by any of the Contractors;

develop, implement and administer a surveillance and safety program for the Project Highway and the users thereof and the Contractors personnel engaged in the provision of any services under any of the Project Agreements including correction of, safety violations and deficiencies, and taking of all other actions necessary to provide a safe environment in accordance with Applicable Laws and good industry practice;

take all reasonable precautions for the prevention of accidents on or about the Project Highway and provide all reasonable assistance and emergency medical aid to accident victims;

not to place or create and nor permit any Contractor or other person claiming through or under the Concessionaire to create or place any Encumbrance or security interest over all or any part of site or the Project Assets, or on any rights of the Concessionaire therein or under this Agreement, save and except as expressly set forth in this Agreement;

make its own arrangements for quarrying, and observe and fulfill the environmental and other requirements under the Applicable Laws and Applicable Permits at Concessionaire’s own cost and expense;

be responsible for safety, soundness and durability of the Project Highway including ROB and other structures forming part thereof and their compliance with the Specifications and Standards;

not claim or demand possession or control of any roads, structures or real estate which do not form part of the Project Highway’;

after receiving possession of the Site or part thereof, ensure that such Site remains free from all encroachments and take all steps necessary to remove encroachments, if any

make payment to Police Department or any Government Agency, if required, for provision of such services as are not provided in the normal course or are available on payment;

indemnify the NHAI against all actions, suits, claims, demands and proceedings and any loss or damage or cost or expense that may be suffered by them on account of anything done or omitted to be done by the Concessionaire in connection with the performance of its obligations under this Agreement; and

comply with the Divestment Requirements and hand over the Project Highway to NHAI upon Termination of the Agreement.

X.2 Subject to the terms and conditions of this Agreement the Concessionaire shall at its cost and expense:

undertake the design, engineering, procurement and construction and financing of the Project Highway in accordance with this Agreement;

operate and maintain the Project Highway at all times in conformity with this Agreement including but not limited to the Specifications and Standards set forth in Schedule ‘D’, the Maintenance Programme and Good Industry Practice.

X.3 The Concessionaire shall, before commencement of construction of the Project Highway:

submit to NHAI with due regard to Project Completion Schedule as set forth in Schedule ‘H’ and Scheduled Project Completion Date, its design, engineering and construction time schedule and shall formulate and provide CPM/PERT charts for the completion of the said activities;

finalise the design and detailed engineering basis;

have requisite organisation and designate and appoint a Project Manager and such other managers, officers and representatives as it may deem appropriate to supervise the Project and to deal with the NHAI Representative and be responsible for all necessary exchanges of information required pursuant to this Agreement; an

undertake, do and perform such acts, deeds and things as may be necessary or required for construction and Project Completion under and in accordance with this Agreement.

X.4 In respect of the Concessionaire’s obligations with respect to the Drawings of the Project Highway as set forth in Schedule ‘I’, the following shall apply:

The Concessionaire shall prepare and submit with reasonable promptness and in such sequence as is consistent with the Project Completion Schedule, three copies each of all Drawings to NHAI and the Independent Consultant for review and comments.

By forwarding the Drawings for review and comment to NHAI, the Concessionaire represents that it has determined and verified that the design and engineering including field construction criteria related thereto is in conformity with the Specifications, Standards and quality set forth in this Agreement for and in respect of the Project Highway.

Within 30 (thirty) days of the receipt of the Drawings, NHAI shall review the same and convey its/their comments/observations to the Concessionaire with particular reference to the conformity or otherwise with the Specifications and Standards set forth in this Agreement. It is expressly agreed that notwithstanding any review and comment/observations of NHAI on any Drawings or failure of NHAI to provide comments/ observations thereon. NHAI shall not be liable for the same in any manner whatsoever and the Concessionaire shall remain solely responsible for and shall not be relieved or absolved in any manner whatsoever of its obligations, duties and liabilities as set forth in this Agreement. The Concessionaire shall not be obliged to await the comments/observations of NHAI on the Drawings submitted pursuant hereto beyond the period set forth hereinabove.

If the comments/observations of NHAI indicate that the Drawings are not in conformity with the Specifications and Standards set forth in this Agreement such Drawings shall be revised by the Concessionaire to the extent necessary and resubmitted to NHAI for review, observations and comments. NHAI shall give its observations and comments, if any, within 15 (fifteen) days of the receipt of such revised Drawings provided, however, that any observations or comments of NHAI or failure of NHAI to give any observations or comments on such revised drawings shall not relieve or absolve the Concessionaire of its obligation to conform to such Specifications and Standards

The Concessionaire shall be responsible for delays in Project Completion Schedule caused by reasons of any Drawings not being in conformity with the Specifications and Standards, and the Concession Period shall not be extended in any manner whatsoever on account of submission or revision of any Drawings.

Within 90 (ninety) days of the COD, the Concessionaire shall furnish to NHAI with "as built" Drawings reflecting the Project Highway as actually designed, engineered and constructed, including without limitation an "as built" survey illustrating the layout of the Project Highway and setback lines, if any, of the buildings and structures forming part of Project Facilities.

X.5 The Concessionaire shall submit to NHAI the drafts of the Project Agreements including in particular the EPC Contract, the O&M Contract and the Tolling Contract for its review . NHAI shall have the right but not the obligation to provide its comments and observations, if any, in respect of the Project Agreement within 30 (thirty) days of the receipt thereof by NHAI and the Concessionaire shall consider all such comments/observations. Any such comments/observations by NHAI on any Project Agreements or the failure to provide such comments shall not relieve or absolve in any manner whatsoever the Concessionaire of its obligations, duties and liabilities under this Agreement nor shall it make NHAI and/or Independent Consultants liable to the Concessionaire in any manner whatsoever and shall be without prejudice to the rights of NHAI hereunder.

X.6 During the Construction Period, the Concessionaire shall be responsible for maintaining the Site including the existing two lanes of the Project Highway at its own cost and expense in a manner that the level of service is at no time inferior to the level prevailing immediately before the Appointed Date and at least 2 (two) lanes of the Project Highway are ordinarily open to traffic at all times. The Concessionaire shall promptly undertake all such repairs and maintenance works as may be necessary to keep the Project Highway traffic-worthy and safe during the Construction Period.

X.7 The Concessionaire shall, at all times, afford access to the Site to the authorised representatives of NHAI, Senior Lenders, and the Independent Consultant and to the persons duly authorised by any Governmental Agency having jurisdiction over the Project, including those concerned with safety, security or environmental protection to inspect the Project Highway and to investigate any matter within their authority and upon reasonable notice, the Concessionaire shall provide to such persons reasonable assistance necessary to carry out their respective duties and functions with minimum disruption to the construction operation and maintenance of the Project Highway consistent with the purpose for which such persons have gained such access to the Site.

XI. OBLIGATIONS OF NHAI

XI.1 NHAI agrees to observe, comply and perform the following:

enable access to the Site, free from Encumbrances, in accordance with this Agreement;

peaceful use of the Site by the Concessionaire as licensee under and in accordance with the provisions of this Agreement without any let or hindrance from NHAI or persons claiming through or under it;

assist and provide all reasonable support to the Concessionaire in obtaining Applicable Permits;

upon written request from the Concessionaire, assist the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities, including water, electricity and telecommunication facilities at rates and on terms no less favourable to the Concessionaire than those generally available to commercial customers receiving substantially equivalent services;

procure that no barriers are erected or placed by STG or any Governmental Agency for octroi, sales tax, and police checks on the Project Highway except on account of any law and order situation or upon national security considerations;

assist the Concessionaire in entering into the State Support Agreement with STG;

assist the Concessionaire in obtaining necessary authority to regulate traffic on the Project Highway subject to and in accordance with the Applicable Laws;

assist the Concessionaire in obtaining Police assistance from STG against payment of prescribed costs and charges, if any, for traffic regulation, patrolling and provision of security on the Project Highway;

operate and maintain the Project Highway during the Development Period, at its own cost and expense, in a manner that the level of service is at no time inferior to the level prevailing on the date when bids were received for this Concession; and

Observe and comply with its obligations set forth in this Agreement.

XII. REPRESENTATIONS AND WARRANTIES

XII.1 Representations and Warranties of the Concessionaire

The Concessionaire represents and warrants to NHAI that:

It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

It has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;

It has the financial standing and capacity to undertake the Project;

This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

It is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;

All the information furnished in the Bid is, and shall be, true and correct as on the Appointed Day and COD and the Balance Sheet and Profit and Loss Account of the Concessionaire for each of its Accounting Years after the Appointed Date furnished to NHAI shall give true and fair view of the affairs of the Concessionaire.

It shall furnish a copy of the audited accounts of the Company within 120 (one hundred twenty) days of the close of its each Accounting Year after the Appointed Date and any material change subsequent to the date of such accounts shall be notified to NHAI by the Concessionaire within 30 (thirty) days of its occurrence and warrants that the accounts and the information furnished as aforesaid shall be true and correct;

The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Concessionaire’s Memorandum and Articles of Association or any member of the Consortium or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it a party r by which it or any of its properties or assets is bound or affected;

There are no actions, suits, proceedings, or investigations pending or, to the Concessionaire’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement;

It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Governmental Agency which may result in any material adverse effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement;

It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other Civil or criminal liabilities which in the aggregate have or may have material adverse effect on its financial condition or its ability to perform its obligations and duties under this Agreement;

The aggregate equity share holding of the Consortium Members and their Associates in the issued and paid up equity share capital of the Concessionaire shall not be less than (a) 51% (fifty one percent) during the construction period and for 5 (five) years following COD, and (b) 26% (twenty six per cent) during the balance remaining Operations Period;

Each Consortium Member was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has validity consented to and requested NHAI to enter into this Agreement with the Concessionaire pursuant to the LOA and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;

All rights and interests of the Concessionaire in and to the Project Highway shall pass to and vest in NHAI on the Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed on the part of the Concessionaire or NHAI and that none of Project Assets including materials, supplies or equipment forming part thereof shall be acquired by the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person save and except as expressly provided in this Agreement;

No representation or warranty by the Concessionaire contained herein or in any other document furnished by it to NHAI, or to any Governmental Agency in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and

It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of the Concessionaire, to any person by way of fees, commission or otherwise for securing the Concession or entering into of this Agreement or for influencing or attempting to influence any officer or employee of NHAI, GOI or STG in connection therewith.

XII.2 Representations and Warranties of NHAI.

NHAI represents and warrants to the Concessionaire that:

NHAI is duly organised and validly existing under the laws of India;

NHAI has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

NHAI has taken all necessary action to authorise the execution, delivery and performance of this Agreement;

This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; and

NHAI is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any sovereign immunity in any jurisdiction in regard to matters set forth in this Agreement.

XIII DISCLAIMER

13.1 The Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation of the traffic volumes, Specifications and Standards, Site and all the information provided by NHAI and has determined to the Concessionaire’s satisfaction the nature and extent of such difficulties, risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder.

13.2 The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in Clause 13.1 above and hereby confirms that NHAI shall not be liable for the same in any manner whatsoever to the Concessionaire.