ESCROW AGREEMENT

DATED _____th DAY OF ______ 2017

BETWEEN

PRALAY INFRASTRUCTURE PRIVATE LIMITED

AND

PALLAV TRADING PRIVATE LIMITED

AND

IL&FS FINANCIAL SERVICES LIMITED

AND

BABA GANGARAM INVESTMENT SERVICES PRIVATE LIMITED

AND

SAHARSH MERCHANTILE PRIVATE LIMITED

AND

TIRUPATI MANAGEMENT AND INVESTMENT SERVICES PRIVATE LIMITED

_______________ BANK LIMITED

(Escrow Bank)

AND

VISTRA ITCL (INDIA) LIMITED

(FORMERLY KNOWN AS IL&FS TRUST COMPANY LIMITED)

(Escrow Agent)

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2
 ESCROW AGREEMENT

This Escrow Agreement executed at Mumbai on this ___________day of __________,

2017 by and between:

Pralay Infrastructure Private Limited, a company incorporated and registered

under the Companies Act, 1956 and having its Registered Office at 4-B Bilquees
Mansion, 261/263 Dr. D.N Road 261/263, Dr. D.N Fort, Mumbai – 400001
(hereinafter referred to as “PIPL”, which term, unless it be repugnant to the
subject or as the context may permit or require, include its successors and
permitted assigns), of the FIRST PART;

AND

Pallav Trading Private Limited, a company incorporated and registered under

the Companies Act, 1956 and having its Registered Office at 4/B, Bilquees
Mansion, 261/263, 4th Floor, Dadabhai Nawroji Road, Handloom House, Mumbai-
400001 hereinafter referred to as “PTPL”, which term, unless it be repugnant to
the subject or as the context may permit or require, include its successors and
permitted assigns) of the SECOND PART;

AND

Baba Gangaram Investment Services Private Limited, a company

incorporated under the Companies Act, 1956 and having its Registered Office at
5thFloor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (hereinafter
referred to as “BGISPL” or “Obligor I”, which term, unless it be repugnant to the
subject or as the context may permit or require, include its successors and
permitted assigns) of the THIRD PART;

AND

Triputi Management and Investment Services Private Limited, a company

incorporated under the Companies Act, 1956 and having its Registered Office at
_______________________________________________________________ (hereinafter referred to
as “TMISPL” or “Obligor II”, which term, unless it be repugnant to the subject or
as the context may permit or require, include its successors and permitted
assigns) of the FOURTH PART;

AND

Saharsh Mercantile Private Limited, a company incorporated under the

Companies Act, 1956 and having its Registered Office at
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_______________________________________________________________ (hereinafter referred to
as “SMPL” or “Obligor III”, which term, unless it be repugnant to the subject or
as the context may permit or require, include its successors and permitted
assigns) of the FIFTH PART;

AND

HDFC Bank Limited, a banking company within the meaning of the Banking
Regulation Act, 1949, incorporated under the provision of Companies Act, 1956
carrying various banking activities having its registered office at HDFC Bank
House , senapati bapat marg Lower parel Mumbai 400013 (hereinafter called the
“Escrow Bank”, which expression shall, unless it be repugnant to the meaning or
context thereof, mean and include its successors in title and assigns) of the
SIXTH PART;

AND

Vistra ITCL (India) Limited (formerly known as IL&FS Trust Company

Limited) , a company registered under the Companies Act, 1956 and having its
registered office at The IL&FS Financial Centre, Plot C- 22, G Block, 7th Floor
Bandra Kurla Complex, Bandra (East), Mumbai 400051 (hereinafter referred to
as “Vistra” or “Escrow Agent” which term shall, unless repugnant to the subject
or context thereof, include its successors and permitted assigns) of the SEVENTH
PART;

AND

IL&FS Financial Services Limited, a company incorporated under the

Companies Act, 1956 and having its registered office at the IL&FS Financial
Centre, Plot No. C-22, G-Block, Bandra Kurla Complex, Bandra East, Mumbai -
400051 and an office amongst others at Core 4B, 4 th Floor, India Habitat Centre,
Lodhi Road, New Delhi – 110 003 (hereinafter referred to as “IFIN” or “Lender”,
which term, unless it be repugnant to the subject or as the context may permit or
require, include its successors and permitted assigns , of the EIGHTH PART.

PIPL and PTPL are hereinafter collectively referred to as the Borrowers and
individually the Borrower.

Obligor I, Obligor II and Obligor III are hereinafter collectively referred to as the
Obligors

The Borrowers, Lender, Escrow Agent, Obligors and Escrow Bank are referred to
hereinafter individually as a “Party” and collectively referred to as the “Parties”.

WHEREAS
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(A) PIPL has entered into Loan Agreement dated ______________ (hereinafter
referred to as the “Loan Agreement 1”) with the Lender to avail a loan of
Rs. 1800.00 million (Rupees Eighteen Hundred million Only) (hereinafter
referred to as the “Loan 1”) with the Lender on the terms and conditions
contained therein.

(B) PTPL has entered into Loan Agreement dated _____________ (hereinafter
referred to as the “Loan Agreement 2”) with the Lender to avail a loan of
Rs 2800.00 million (Rupees Twenty Eight Hundred million Only)
(hereinafter referred to as the “Loan 2”) with the Lender on the terms and
conditions contained therein;

(Loan Agreement 1 and Loan Agreement 2 are hereinafter collectively

referred to as the “Loan Agreements”; Loan 1 and Loan 2 are hereinafter
collectively referred to as “Loans”);

(C) The Borrowers have proposed to utilize the disbursement proceeds of the
Loans interalia for making advances to the Obligors.

(D) One of the terms of Loan Agreements is that the Borrowers and Obligors
shall establish / open escrow accounts with the Escrow Bank, on the
terms and conditions satisfactory to the Lender, which accounts are to be
operated on the sole instructions of Escrow Agent.

(E) The Borrowers have agreed that any money arising from the following
sources be deposited in the Escrow Accounts (as defined hereinafter) (i)
the disbursement(s) by the Lender to the Borrowers under the Loan
Agreements which is required to be routed through the Escrow Account;
(ii) any other monies deposited by the Borrowers to meet its obligations
under the Loan documents; (iii) any other monies deposited by the
Borrowers/ Promoters of the Borrower to meet its/their obligations
under the Loan documents(hereinafter collectively referred to as the
“Escrow Money”).

(F) The Parties are desirous of appointing the Escrow Bank as the escrow bank
to hold the Escrow Money upon such terms and conditions as set forth
herein and to release the Escrow Money to the Borrower upon the
happening of such events and in the manner as more particularly set out
hereunder.

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

“Agreement” shall mean this Escrow Agreement as modified or amended,

from time to time in accordance with the terms set out herein.
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“Applicable Law”means any applicable statute, law, regulation,
ordinance, rule, judgment, order, decree, clearance, approval, directive,
guideline, requirement or any similar form of determination by or
decision of any Governmental Authority, that is binding or applicable to a
person, whether in effect as of the date of this Agreement or at any time
thereafter;

“Business Day”means a day (other than a Saturday, Sunday or a bank

holiday) on which scheduled commercial banks are open for business in
Mumbai, India;

“Borrowers Escrow Accounts” shall have the meaning ascribed to it in

Clause 2.1 hereunder written.

“Escrow Money” shall have the meaning ascribed to it in Recital C

hereinabove.

“Event of Default” shall have the meaning ascribed to it in the Loan

Agreements.

“Force Majeure Event” shall mean any event or combination of events or

circumstances beyond the control of the Escrow Agent which cannot (a)
by the exercise of reasonable diligence, or (b) despite the adoption of
reasonable precaution and/or alternative measures be prevented, or
caused to be prevented, and which materially and adversely affects the
Escrow Agent’s ability to perform its obligations under this Agreement
including:

(i) acts of God. i.e. fire, draught, flood, earthquake, epidemics

and other natural disasters;

(ii) acts of war or public enemy, terrorism, riot, rebellion and

civil commotion;

(iii) explosions or accidents, air crashes and shipwrecks;

(iv) strikes, lockouts and other industrial actions;

(v) general failure of electricity or other supply or technical

failure;

(vi) the promulgation of or amendment in any Applicable Law,

or the lack of any requisite authorisation or any existing or
future act of any Governmental Authority, which prevents
the Escrow Agent from acting under this Agreement; or

(vii) any event or circumstances analogous to the foregoing.

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 “Loans” shall mean collectively Loan 1 and Loan 2.

“Obligors Escrow Accounts” shall have the meaning ascribed to it in

Clause _____________hereunder written.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) the headings are inserted for ease of reference only and shall not
affect the construction or interpretation of this Agreement;

(b) references to one gender include all genders;

(c) any reference to any enactment or statutory provision is a reference

to it as it may have been, or may from time to time be, amended,
modified, consolidated or re-enacted (with or without modification)
and includes all instruments or orders made under such enactment;

(d) words in the singular shall include the plural and vice versa;

(e) any reference to Paragraph, Clause, Recital, Schedule or Annexure

shall be deemed to be a reference to a paragraph, clause, recital,
schedule or annexure of this Agreement;

(f) references to an agreement or document shall be construed as a

reference to such agreement or document as the same may have
been amended, varied, supplemented or novated in writing at the
relevant time in accordance with the requirements of such
agreement or document and, if applicable, of this Agreement with
respect to amendments;

(g) any reference to a party to this Agreement shall include, where the
context so requires, in the case of a body corporate, references to its
successors and permitted assigns and in the case of a natural person,
to his or her heirs, executors, administrators and legal
representatives, each of whom shall be bound by the provisions of
this Agreement in the same manner as the party itself is bound;

(h) reference to any enactment or statutory provision is a reference to it

as it may have been, or may from time to time be, amended,
modified, consolidated or reenacted (with or without modification)
and includes all instruments or orders made under such enactment;

(i) references to an “agreement” or “document” shall be construed as a

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 reference to such agreement or document as the same may have
been amended, varied, supplemented or novated in writing at the
relevant time in accordance with the requirements of such
agreement or document and, if applicable, of this Agreement with
respect to amendments; and

(j) the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import
when used with reference to a specific Clause or Sub-clause in, or
Schedule to, this Agreement shall refer to such Clause or Sub-clause
in, or Schedule to, this Agreement and when used otherwise than in
connection with specific Clause, Sub-clauses or Schedules, shall refer
to this Agreement as a whole.

(k) Any act to be done by the Escrow Agent shall be done only on a
Business Day, during banking business hours, at Mumbai, India and
in the event that day on which the Escrow Agent is required to do an
act, under the terms of the Agreement, is not a Business Day, or the
Escrow Agent cannot for any reason conduct its banking activities,
then the Escrow Agent shall do those acts on the next succeeding
Business Day.

(l) any instructions provided by, or any act or omission by, the Escrow
Agent shall only be in accordance with the terms of, or the
instructions provided to the Escrow Agent under, this Agreement;

(m) any instruction, consent, authorization, approval, waiver, direction,

given or any action taken by the Escrow Agent under this Agreement
shall be with the prior instructions of the Lender.

(n) There will be no tracking and monitoring to be done by the Escrow

Bank , all the transfer will be on the written instruction of Escrow
Agent

2. ESTABLISHMENT OF THE BORROWERS ESCROW ACCOUNT AND

OBLIGORS ESCROW ACCOUNT

2.1 The Parties confirm that the Borrowers have respectively established and
opened with the Escrow Bank, the following accounts :

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 (a) account, with its title as PIPL Escrow A/c bearing account no.
_____________________, details whereof are provided in Schedule A Part-I
hereto (hereinafter referred to as the “PIPL Escrow Account”).;

(b) account, with its title as _PTPL Escrow A/c bearing account no.
_____________________, details whereof are provided in Schedule A Part-I
hereto (hereinafter referred to as the “PTPL Escrow Account”).;

The PIPL Escrow Account and the PTPL Escrow Account are hereinafter
collectively referred to as the Borrowers Escrow Account which
accounts would be denominated in Indian Rupees.

2.2 The Parties confirm that the Obligors have established and opened with
the Escrow Bank the following accounts:

(a), an account, with its title as _TMISPL Escrow A/c bearing account no.
_____________________, details whereof are provided in Schedule A- Part- II
hereto (hereinafter referred to as the “TMISPL Escrow Account”);

(b) an account, with its title as BGISPL Escrow A/c bearing account no.
_____________________, details whereof are provided in Schedule A- Part- II
hereto (hereinafter referred to as the “BGISPL Escrow Account”); and

(b) an account, with its title as ___Saharsh Escrow A/c bearing account no.
_____________________, details whereof are provided in Schedule A- Part- II
hereto (hereinafter referred to as the “Saharsh- Escrow Account”);

The TMISPL Escrow Account, the BGISPL Escrow Account and the Saharsh
Escrow Account are hereinafter collectively referred to as the Obligors
Escrow Accounts which would be denominated in Indian Rupees.
(Borrowers Escrow Account and Obligors Escrow Accounts are
hereinafter collectively referred to as “Escrow Accounts”)

For ease of administration, the Escrow Bank may, with the prior written
consent of the Lenders and Escrow Agent and if permitted under the
policies of the Escrow Bank, establish and create such other sub-accounts
within the Escrow Account, as may be required.

2.3 The Escrow Accounts shall be operated on the terms and conditions
mentioned herein and its usual practices and applicable regulations.

2.4 The Borrowers and Obligors hereby irrevocably and unconditionally

appoint the Escrow Agent, and the Escrow Agent hereby accepts such
appointment, to act as the Escrow Agent in accordance with the
provisions of this Agreement.

2.5 The Borrowers and Obligors agree and appoint the Escrow Agent to
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 operate the escrow account with the Escrow Bank. The Borrowers and
Obligors hereby relinquish their right to operate their respective Escrow
Accounts from the date of execution of this Agreement. The Escrow
Accounts will be operated by the Escrow Agent through its authorized
signatories, (subject to the availability of funds in the said Escrow
Account). The Escrow Agent shall not be bound and/or required to look
into the source of monies deposited in the Escrow Accounts.

2.6 The Escrow Accounts shall become operational forthwith/with effect from
the date of execution of this Agreement.

2.7 The Borrowers shall pay to the Escrow Agent such fees as have been
mutually agreed and keep indemnified, save harmless the Escrow Agent
for, from and against any actions, proceedings, suits, claims, loss, damages,
penalties, judgments, liability or costs, charges, expenses, disbursements
or advances, which may be imposed on, asserted against, caused to, paid,
incurred or suffered by, Escrow Agent in performing its duties in
pursuance of this Agreement or, or in any way pertaining to or arising out
of this Agreement or by reason of the enforcement of any of the terms of
or the documents entered into by and between the Borrowers and the
Lender.

2.8 In its performance of its duties under this Agreement, the Escrow Agent
shall be entitled to rely upon any document, instruments or signature
believed by it in good faith to be genuine and signed by an authorised
signatory of any Party hereto, and shall not be required to investigate the
truth or accuracy of any statement contained in any such document or
instrument. The Escrow Agent may assume that any person purporting to
give any notice in accordance with the provisions hereof has been duly
authorized to do so.

2.9 The Escrow Agent shall not be required, under any circumstances, to use
its own funds for the discharge of its obligations under this Agreement.
The Escrow Agent will act in terms of this Agreement, only if sufficient
funds are available in the Escrow Accounts for discharge of its obligations.

3. BORROWERS AND OBLIGORS COVENANTS

3.1 The Borrowers and Obligors shall ensure that all the Escrow Money is
first deposited and credited in the Borrowers Escrow Account.

3.2 The Borrowers shall give notice to the Lender and Escrow Agent and the
Escrow Bank of any act, occurrence or condition, the happening or
existence of which, would constitute an Event of Default (as defined under
the Loan Agreements) forthwith upon such happening or coming into

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 existence or upon obtaining knowledge of the happening of any such act
or occurrence, specifying the nature of such act, occurrence or condition,
the date of the happening or beginning of the existence thereof and the
steps, if any, taken by the Borrower to cure the resulting Event of Default.

3.3 The Escrow Accounts shall be operated by and under the instructions of
Escrow Agent. The Borrowers and Obligors have passed such resolutions
under which their Boards ___________ have:

(a) resolved to irrevocably appoint Escrow Agent, as the sole authorized

signatory to the Escrow Account;

(b) resolved not to modify any of the terms of the appointment of

Escrow Agent as the sole operator and signatory of the respective
Escrow Accounts or the terms hereunder; and

(c) resolved not to close or discontinue the Escrow Accounts.

3.4 The Borrowers and Obligors has provided the Escrow Bank with such
resolutions and the Escrow Bank agrees and undertakes not to accept any
other instructions / resolutions or documents from the Borrowers and
Obligors which may modify or cause to modify the authority of Escrow
Agent to operate the Escrow Accounts or which may modify the terms
(including the instructions for the operation of the Escrow Accounts)
hereunder.

3.5 The Borrowers and Obligors shall not open any account other than the
Escrow Accounts or aforesaid sub-accounts if any, or establish any other
mode for receiving the Escrow Money.

3.6 The Borrowers and Obligors agree, acknowledge and undertake that they
shall not cause the Escrow Bank to issue cheque books or any other
instruments pursuant to which the Borrowers and Obligors shall be
entitled to withdraw any sum from the Escrow Accounts.

3.7 The Borrowers and Obligors agree that they shall not do or commit any
act, which may or will in any manner adversely affect the inflow of monies
into the Escrow Accounts.

3.8 The Borrowers and Obligors shall not, cause the Escrow Bank, to
discontinue or close the Escrow Accounts/ any other sub-accounts under
this Agreement, if any, without the prior written consent of Escrow Agent
and the Lender.

3.9 PIPL, r hereby authorizes IFIN to disburse and deposit an amount of Rs.
1800.00 million (Rupees Eighteen Hundred million Only) from Loan 1

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 directly in the PIPL Escrow Account. IFIN agree and undertake to
disburse the aforesaid amount from Loan 1 in the PIPL Escrow Account
subject to compliance by PIPL of pre disbursement conditions contained
in the Loan Agreement 1 and/or stipulated by IFIN for the said
disbursement.

3.10 PTPL hereby authorizes IFIN to disburse and deposit an amount of Rs

2800.00 million (Rupees Twenty Eight Hundred million Only) from Loan 2
directly in the PTPL Escrow Account. IFIN agree and undertake to
disburse the aforesaid amount from Loan 2 in the PTPL Escrow Account
subject to compliance by PTPL of pre disbursement conditions contained
in the Loan Agreement 2 and/or stipulated by IFIN for the said
disbursement.

4. ESCROW BANK’S COVENANTS

4.1 Appointment

In consideration of the opening of the Escrow Accounts with the Escrow

Bank by the Borrowers and Obligors, and the Borrowers and Obligors
agreeing to pay a sum of Rs. ______________/- (Rupees ________________ only)
to the Escrow Bank as fee, the Escrow Bank hereby agrees to act as such
and to accept all monies to be delivered to or held in the Escrow Accounts,
pursuant to the terms and conditions of this Agreement. The Escrow Bank
shall hold the Escrow Accounts, during the term of this Agreement and
shall hold all cash in the Escrow Accounts as per the provisions of this
Agreement. The above annual fee of the Escrow Bank shall be borne by
the Borrowers and Obligors in respect of BorrowersEscrow Account and
Obligors Escrow Account respectively.

4.2 Obligations of the Escrow Bank

The Escrow Bank:

4.2.1 undertakes to perform only such duties as are specifically set forth
to be performed by it in this Agreement, without gross negligence,
or willful misconduct. In the absence of clear direction in this
Agreement, the Escrow Bank shall take no action under this
Agreement until it has received specific directions from Escrow
Agent;

4.2.2 may, in the absence of willful default, or gross negligence on its

part, rely upon the authenticity of any communication or
documents believed by it to be authentic;

4.2.3 shall, within five (5) Business Days after receipt, deliver a copy to
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 Escrow Agent and the Lender of any notice or document received
by the Escrow Bank in its capacity as the escrow bank from the
Borrowers or Obligors or any other Person;

4.2.4 shall not be required to verify and ensure that the money(ies)
deposited is the Escrow Money and all money(ies) deposited at any
time in any quantum should be treated as the Escrow Money;

4.2.5 shall not exercise any lien on the Escrow Accounts;

4.2.6 shall be entitled to rely and act upon any order or judgment of a
court delivered to it without being required to inquire into or
determine the authenticity thereof or the genuineness of the
signature thereon or the authority of the signatory thereof or the
correctness of any fact stated therein or the property or validity of
the service thereof. However as soon as possible and if permitted
and without delay, the Escrow Bank shall inform Escrow Agent and
the Lender about such order/decree etc.;

4.2.7 shall be entitled to rely upon the contents of communications as

made to the Escrow Bank to be true and the Escrow Bank shall not
be liable to any Party in the event that it has acted upon the
instructions of Escrow Agent and in the manner as provided in the
communication made to that effect and of the contents of such
communications being false or incorrect in any manner
whatsoever; and

4.2.8 shall not be liable if it acts on any instructions, which are unclear
and/or ambiguous, and it shall not be liable and responsible for the
same. Without prejudice to the above, if any instructions are
unclear and/or ambiguous, the Escrow Bank may refer back to the
Party issuing the instructions for clarification and may not, in its
absolute discretion and without any liability on its part, act upon
the instructions until any ambiguity or conflict has been resolved
to its satisfaction.

4.2.9 at its sole discretion, shall be entitled to refrain from taking actions
that are determined by it as being in contravention of Applicable
Law. The Escrow Bank shall however inform/communicate other
Parties of its decision.

4.3 Notice of Breach

4.3.1 The Escrow Bank agrees that during the currency of the term of
this Agreement as may be amended from time to time, the Escrow
Bank shall ensure that the Escrow Account is operated and
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 maintained as per the terms set out herein and shall not permit any
deviation, without the written consent of Escrow Agent.

4.3.2 The Escrow Bank undertakes to Escrow Agent and the Lender that
it shall notify Escrow Agent and the Lender of any breach by the
Borrowers or Obligors or itself of any of the provisions of this
Agreement, if it comes to the notice of the Escrow Bank.

4.4 Segregation of Funds

The Escrow Bank agrees that all money(ies) received by it under this
Agreement shall, until transferred in accordance with this Agreement, be
held for the purposes for which they were received, and shall be
segregated from other accounts of the constituents of the Escrow Bank
and from the funds and property of the Escrow Bank, in accordance with
the banking law and practice.

4.5 Statements; Books and Records

4.3.1 The Escrow Bank shall provide a daily email account statement to
the ________________ and the Lender and Escrow Agent showing the
balance, debit and credits in the Escrow Accounts.

4.3.2 Notwithstanding any obligation of confidentiality of the Escrow

Bank towards the Borrowers and the Obligors, the Escrow Agent
shall have an unrestricted access to review the books and records
of the Escrow Bank pertaining to the Escrow Accounts subject to
restrictions in law and right of confidentiality of the Escrow Bank.
The Borrowers and the Obligors irrevocably grants Escrow Agent
access to review the books and records of the Escrow Account and
irrevocably waive any right of confidentiality which may exist in
respect of such books and records. The Escrow Bank will provide
full statements of all the payments into and from the Escrow
Accounts to Escrow Agent on a weekly basis or as and when
required by the Lender.

4.4 Prohibition on Issue of Cheque Books

The Escrow Bank shall not issue any cheque books in relation to the
Escrow Account to the Borrowers and Obligors unless requested by
Escrow Agent in writing and also permitted under the policies of the
Escrow Bank. In the event, the Escrow Bank is required to issue a cheque
book due to reasons not within its control or at the request of Escrow
Agent, the said cheque book shall be deposited with or provided to
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 Escrow Agent.

5 OPERATION AND MAINTENANCE

5.1 Escrow Agent’s Discretion

Notwithstanding anything contained in this Agreement, Escrow Agent

shall have the sole and absolute right to operate, the Escrow Accounts and
to issue instructions to the Escrow Bank for the operation of the Escrow
Account and for withdrawal and investments of the Escrow Money lying in
the Escrow Accounts at its absolute discretion. The Borrowers, Obligors
and the Lender shall not have any right to operate the Escrow Accounts
and/or issue any instruction to Escrow Bank. The Escrow Agent shall
operate the Escrow Accounts in terms of the share escrow agreement
executed simultaneously as of the date of this Agreement entered into inter alia
among the Borrowers, Lender, Escrow Agent, Styrax Commodities Limited,
Edelweiss Asset Reconstruction Company Limited, Saharsh Merchantile Private
Limited, Baba Gangaram Investment Services Private Limited Tirupati
Management And Investment Services Private Limited, (hereinafter referred to
as the “Share Escrow Agreement”).

5.2 Release of Escrow Money

Escrow Agent shall issue a notice for release in the format as set out at
Schedule B to the Escrow Bank stating the amount that is required to be
released by the Escrow Bank from the Escrow Accounts and the person to
whom and bank account in which same need to be transferred. Escrow
Agent shall issue notice of release/transfer of funds from the Escrow
Accounts as per the terms of the Share Escrow Agreement only.

5.3 General Conditions

The Borrowers and Obligors hereby irrevocably authorizes the Escrow

Bank to pay and to transfer the money(ies) received in the respective
Escrow Accounts as per the written instructions of Escrow Agent from
time to time.

5.4 Satisfaction of the Loans

5.4.1The Escrow Bank agrees that after the termination of this Agreement
pursuant to the Obligations of the Borrowers and the Obligors being
discharged in full to the satisfaction of the Lender and upon receipt
of notice/intimation in writing by the Escrow Bank from the Lender
in this regard, the remaining balance shall be credited to the the
accounts notified by Lender.

5.4.2If at any time all the obligations owing to the Lender have been
15
 indefeasibly paid / adjusted in full and Lender shall have confirmed
the same to the Escrow Bank by a specific no due certificate then this
Agreement shall cease to be of further effect and thereafter the funds
remaining in the Escrow Accounts shall be credited by the Escrow
Bank to the accounts notified by Lender.

5.5 The Escrow Agent shall have only those duties, obligations and
responsibilities expressly referred to in this Agreement and no duties,
obligations or responsibilities whatsoever shall be inferred or implied
against the Escrow Agent.

5.6 It is expressly agreed between the Parties that the liability of the
Escrow Agent shall not exceed the Fees to be paid by the Borrowers to
the Escrow Agent under any circumstances whatsoever.

5.7 The Escrow Agent shall execute any of its powers and perform any of
its duties hereunder directly and may consult with counsel,
accountants and other skilled persons to be selected and retained by
it. The costs for the same shall be borne by the Borrower. The Escrow
Agent shall not be liable for anything done, suffered or omitted to be
done by it in accordance with the advice or opinion of any such
counsel, accountants or other skilled persons.

5.8 All instructions, notices, certifications and approvals made or

presented to the Escrow Agent hereunder shall be in the English
language in writing, and shall be signed by the authorized signatory of
the Lender.

5.9 The duties of the Escrow Agent under this Agreement are purely
ministerial, administrative and non-discretionary in nature.

5.10 Each of the Parties hereby unconditionally and irrevocably covenants

and agrees that it shall not bring any claim against the Escrow Agent in
respect of the Escrow Agent’s provisions of services in accordance
with the terms set out in this Agreement save and except in respect of
any losses arising from the wilful misconduct or gross negligence of
the Escrow Agent, as may be finally decided by the court of competent
jurisdiction.

5.11 The Escrow Agent shall not be liable for any failure to perform its
obligations under this Agreement or for any delay in such
performance due to any Force Majeure Event. The Escrow Agent shall
promptly inform the other Parties of the occurrence of any Force
Majeure Event and the Parties (including the Escrow Agent) shall
make their best efforts to remedy or mitigate the effects of the Force

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 Majeure Event and shall agree on the reasonable time frame within
which any affected obligation or duty should be performed.

5.12 The Escrow Agent shall not incur any liability whatsoever to any Party
or to any third party for any loss, liability, claim, action, damages or
expenses arising out of or in connection with or attributable to any
action or omission by it in accordance with the provisions of this
Agreement and/or in reliance upon any notice, direction, instruction,
consent, statement or other document believed by it to be genuine and
duly authorised,

5.13 The Parties hereto agree that all payments such as stamp duty, stamp
duty penalties and/or any other charges and duties on and in relation
to this Agreement or any other related document shall be made by the
Borrowers.

5.14 Notwithstanding anything to the contrary herein or in any other

documents, the Escrow Agent shall not be required to expend or risk
its own funds or otherwise incur any personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers under this Agreement.

5.15 Any act to be done by the Escrow Agent shall be done only on a
Business Day and during banking business hours at Mumbai, and in
the event that any day on which the Escrow Agent is required to do an
act under the terms of this Agreement, is not a Business day, then the
Escrow Agent shall do those acts on the next succeeding Business day.

5.16 The Escrow Agent shall not be expected to or obliged to supervise,

control or perform any acts or responsibilities of any other persons,
including the Borrowers.

5.17 The Escrow Agent shall not be precluded (and neither shall any
director or employee of the Escrow Agent or any company or person
in any other way associated with the Escrow Agent be precluded) from
entering into or being otherwise interested in any banking,
commercial, financial or business contacts or in any other transactions
or arrangements whatsoever with any of the other Parties or any of
their affiliates or associated companies.

5.18 The Escrow Agent shall be fully entitled to rely, and shall be fully
protected in relying, upon any resolution, notice, certificate,
17
 instrument, report, request, consent, order, approval or other
document (including fax or e-mail) furnished by the Borrower s
and/or the Obligors and/or by the Lenders and believed by it to be
genuine and correct and authorised by a proper Person and any action
taken by the Escrow Agent thereon shall be fully protected.

5.19 The Escrow Agent may assume that:

a. all recitals, statements, representations or warranties made by

the Parties in connection with the Agreements are true;

b. no Event of Default or a potential Event of Default has occurred

or is continuing or is likely to occur;

c. the Borrowers is not in breach of its obligations under any of

the security documents or financing documents or transaction
documents entered into with the Lenders;

5.20 The Borrower shall pay upfront to the Escrow Agent the actual costs and
expenses to be incurred by the Escrow Agent in the course of
performing its duties as an Escrow Agent under this Agreement

6 RIGHTS OVER THE ESCROW ACCOUNTS

6.1All right, title and interest in and to the Escrow Accounts, all cash
therein, and all investments made with funds there from, shall stand
charged in favour of Escrow Agent. Amounts deposited in the Escrow
Accounts shall be applied towards and be transferred as per the
written instructions of Escrow Agent given as per the terms of Share
Escrow Agreement. The Escrow Accounts and any interest accrued
thereon shall be held for and on behalf and benefit of Escrow Agent.

6.2This Agreement is intended solely for the benefit of Escrow Agent and
no other person shall have any rights there under, unless specifically
assigned by Escrow Agent to any third party claiming the benefits
under this Agreement.

6.3The Escrow Bank hereby agrees and confirms that it shall not have
banker’s lien and/or any other lien and / or right to set off on the
amount lying in or received to the credit of the Escrow Accounts nor
shall such amount be treated as the asset of the Escrow Bank or of the
Borrowers or Obligors in the event of bankruptcy or liquidation of
either of them, and that such amount shall at all times during the
currency of this Agreement inure to the benefit of the Lender, as the
case may be, in accordance with the provisions of this Agreement.

18
 6.4The Escrow Bank shall have no right to set off the other charges, loss,
expenses etc. incurred by the Borrowers and Obligors when the
amount of the Escrow Money are lying/ deposited/ credited into the
Escrow Accounts.

6.5The Escrow Bank shall in no manner be liable or responsible for any

disputes or claims amongst the Parties for any reason, even if the
Escrow Bank is made a party thereto. Accordingly, the Parties to this
Agreement expressly agree and undertake that, at all times, during the
subsistence and after cessation of its obligations under this
Agreement, the Escrow Bank shall NOT be liable or responsible or be a
party to any litigation/arbitration or bear any costs of
litigation/arbitration proceedings. In the event the Escrow Bank,
without prejudice to its rights herein, happens to incur any such costs,
charges and expenses (including fees of Escrow Bank’s Advocate/s),
the same shall be reimbursed by the Borrowers and Obligors to
Escrow Bank immediately upon demand from the Escrow Bank
without raising any demur or protest.

7 TERMINATION

7.1This Agreement shall stand terminated upon Escrow Agent and

Lender confirming the completion of the transaction to the Escrow
Bank. Upon such intimation the Escrow Bank shall close the Escrow
Accounts, thereafter the funds remaining in the Escrow Accounts shall
be credited by the Escrow Bank to the account notified by the Lender
and thereafter inform the Parties.

7.2The Borrowers and the Obligors shall not be entitled to terminate this
Agreement, and in the event the Escrow Bank ceases for any reason
whatsoever to be the Escrow Bank under this Agreement, the
successor escrow bank shall be a person appointed by the Escrow
Agent (on written instructions of the Lender) and necessary
arrangements shall be made to the satisfaction of Escrow Agent for the
transfer of the amounts deposited in the Escrow Accounts into an
account of similar nomenclature with the successor Escrow Bank.

7.3Escrow Agent may at any time, with prior written notice of the same to
the Escrow Bank of at least 15 (Fifteen) days, replace the Escrow Bank
by entering into a fresh escrow agreement with the successor escrow
bank on the same terms and conditions as are specified herein and by
giving written notice to such effect, in the form set out in Schedule C
hereto, to the Escrow Bank. Upon receipt of such notice and details,
19
 the Escrow Bank shall transfer the Escrow Money to the successor
escrow bank which shall be appointed by Escrow Agent, at such time
and date as shall be specified in the notice, whereupon this Agreement
shall stand terminated and the Escrow Bank shall stand discharged/
released of all its obligations under this Agreement. The Borrowers,
Obligors shall also be a party to the aforesaid fresh escrow agreement
entered into with the successor escrow bank. Arrangements relating
to adjustment of fees payable to the retiring Escrow Bank shall be
determined Escrow Bank and the Lender and additional fees, if any,
payable to the successor escrow bank shall be mutually determined
between the Lender Borrowersand Obligors It is hereby agreed that
the Escrow Bank shall not be replaced until a fresh agreement with the
successor Escrow Bank is entered into.

7.4The Escrow Bank may terminate/retire at any time without assigning

any reason whatsoever provided that the Escrow Bank shall have
given notice of 30 days in writing to the Parties in that behalf. The
Borrowers, Obligors and Escrow Agent shall, within the notice period,
appoint any other person to perform the functions of the Escrow Bank,
failing which Escrow Bank shall not be liable for any and all of its
actions and omissions post such termination/resignation and the
Escrow Bank shall stand discharged/released of all its obligations
under this Agreement. The Parties to this Agreement expressly agree
and undertake that, unless required under the applicable laws, the
Escrow Bank shall NOT be made a party to any litigation/arbitration
or bear any costs of litigation/arbitration proceedings.

7.5The Borrowers and Obligors shall before expiry of 30 days from the
date of notice given by the Escrow Bank appoint any bank acceptable
to Escrow Agent and the Lender, as successor escrow bank and enter
into a fresh escrow agreement with the successor escrow bank on
terms and conditions no less favourable for the Lender than as
specified herein. Escrow Agent shall provide the details of the
successor escrow bank in the form of the notice set out in Schedule D
hereto to the Escrow Bank. Accordingly, the Escrow Bank shall transfer
the Escrow Money to the successor escrow bank, whereupon this
Agreement shall stand terminated and the Escrow Bank shall stand
discharged/released from all its obligations under this Agreement.
Arrangements relating to adjustment of fees payable to the retiring
Escrow Bank shall be determined by the Escrow Bank and additional
fees, if any, payable to the successor escrow agent shall be mutually
determined between the Lenders and the Borrowers . In the event the
Borrowers and Obligors fail to appoint successor escrow bank as

20
 aforesaid then upon the expiry of the notice period the Escrow Bank
shall transfer the amount (if any) lying in the Escrow Accounts to such
account as may be designated by the Lenders and the Escrow Bank
shall stand discharged/released from all its obligations under this
Agreement.

8 ESCROW FEES

If the Borrowers and Obligors commits a default in making payment to the

Escrow Bank in terms of this Agreement, it shall be lawful for the Lender
(without being bound to do so) to pay such consideration to the Escrow
Bank. Upon the Lender making such payment to the Escrow Bank, the
Borrowers and Obligors shall pay to the Lender the aforesaid amounts
together with interest thereon at the Applicable Interest Rate in terms of
the Loan Agreements and until repayment of such amounts (including the
interest) the said amounts paid by the Lender shall form part of the
Obligations.

9 REPRESENTATION AND WARRANTIES

9.1 Each of the Borrowers and Obligors hereby represents and warrants that:

9.1.1The Borrowers and Obligors have all the requisite legal power and
authority to execute this Agreement and to carry out the terms,
conditions and provisions, hereof;

9.1.2Execution of this Agreement constitutes the valid, legal and binding

obligation of the Borrowers and Obligors enforceable in accordance
with the terms hereof;

9.1.3This Agreement is part of documents and agreements, which are

required to be executed for the purpose of availing the Loan under
the Loan Agreements;

9.1.4There are no actions, suits or proceedings pending or, to Borrowers’

or Obligors’ knowledge, threatened against or affecting the
Borrowers or Obligors before any court or administrative body or
arbitral tribunal which might materially or adversely affect the
ability of the Borrowers and Obligors to meet and carry out the
obligations under this Agreement; and

9.1.5The execution and delivery of this Agreement by the Borrowers and

Obligors has been duly authorized by all requisite action, and will
not contravene any provision of, or constitute a default under, any
other arrangement or instrument to which it is a part or by which it
or its property may be bound.
21
 9.2The Escrow Bank warrants to the Parties that:

9.2.1the Escrow Bank is licensed under the Banking Regulation Act, 1949
and validly existing under the laws of India and has all requisite legal
powers, authority and resources to enter into this Agreement and to
perform its duties and obligations there under;

9.2.2the execution and performance of this Agreement is within its

powers and has been duly authorised by it;

9.2.3this Agreement constitutes its legal, valid and binding obligations;

and

9.2.4it shall not have banker’s lien and / or any other lien and / or right to
set off on the amount lying in or received to the credit of the Escrow
Accounts nor shall such amount be treated as an asset of the Escrow
Bank.

9.3 The Lender and Escrow Agent warrant to the Parties that:

9.3.1it is a company duly incorporated under the Companies Act, 1956

and has all requisite legal power and authority to execute this
Agreement and to carry out the terms, conditions and provisions
contained in this Agreement.

9.3.2this Agreement constitutes it’s the valid, legal and binding

obligations; and

9.3.3no actions, suits or proceedings pending or threatened, against or

affecting the Lender before any court or administrative body or
arbitral tribunal that could reasonably be expected to affect
adversely and materially the ability of the Lendersto perform
itsduties and obligations under this Agreement.

9.4 The Borrowers, Obligors, the Lenders and Escrow Agent acknowledge
that the Escrow Bank has agreed to open the Escrow Account/s based on
their representation that they have obtained all the necessary consents
and approvals to enter into this transaction and for the Escrow Bank to
perform its functions as mentioned in this Agreement. The Borrowers,
Obligors do hereby indemnify and agree to keep indemnified and hold
harmless the Escrow Bank from and against all loss, damage and expense
suffered or incurred by the Escrow Bank by reason of their representation
and warranty being incorrect or untrue.

10 ASSIGNMENT

10.1 The Borrowers, Obligors and the Escrow Bank shall have no right to
22
 assign any of their respective rights or delegate any of their respective
obligations hereunder without the prior written consent of the Lender.
The Lender may at its absolute discretion, transfer, assign or novate, its
rights and benefits under or pursuant to this Agreement, however the
Lender shall give at least 7 days prior written intimation to the Escrow
Bank in this regard.

10.2 Upon any novation, transfer or assignment by the Lender of its rights and
benefits as stated above, the terms of this Agreement shall bind and enure
for the benefit of such novatee, transferee or assignee who shall be
deemed to be a beneficiary of this Agreement with all rights, benefits, and
entitlements of the Lender.

11 CONFIDENTIALITY

During currency of this Agreement, the Borrowers, Obligors, Escrow

Agent and the Escrow Bank will maintain the utmost confidentiality
regarding the contents of this Agreement and they shall not make any
announcement to the public or to any third party regarding the
arrangements contemplated by this Agreement without the consent of the
Lender such consent not to be unreasonably withheld, provided that the
Borrowers, Obligors, Escrow Agent and the Escrow Bank shall not be
liable for disclosure or use of any confidential information if the same is
required to be disclosed under the provisions of the applicable law or
regulation in India (including SEBI/Stock Exchange regulations) or under
directions of a competent judicial or quasi judicial authority.

12 RESIGNATION OR REMOVAL OF ESCROW AGENT

12.1 The Escrow Agent shall be entitled to resign its appointment under
this Agreement and be discharged from its duties or obligations
hereunder, at any time by giving not less than 30 days' prior written
notice to such effect to the other Parties. The Escrow Agent, upon its
resignation, shall hand over the Escrow Account to any person in the
manner as may be specified by the Lenders.

12.2 The appointment of the Escrow Agent may at any time be

terminated jointly by the Borrowers, Obligors and the Lenders, by
giving not less than thirty (30) days' prior written notice to such effect
to the Escrow Agent. Prior to the termination of the appointment of
the Escrow Agent, the Escrow Agent shall deliver the Escrow Account,
pursuant to and in the manner specified by the Lenders.

12.3 Upon resignation by the Escrow Agent in terms of Article [12.1], or

removal of the Escrow Agent in terms of Article [12.2], as the case may

23
 be, the Borrowers and Oligors shall forthwith appoint a successor
Escrow Agent for purposes of this Agreement.

12.4 Upon any successor Escrow Agent appointed in terms of Article

[12.3] executing and delivering the Borrowers, Obligors and the
Lenders an instrument in writing accepting such appointment
hereunder:

a. such successor Escrow Agent shall, without any further act,

deed or conveyance, become vested with all the authority,
rights, powers, duties and obligations of the Escrow Agent in
terms of this Agreement; and

b. the resigned Escrow Agent shall stand discharged of and from

any and all further obligations in terms of this Agreement.

c. the Borrowers shall duly intimate the Escrow bank in writing

regarding the appointment of the successor Escrow Agent and
the Escrow bank shall allow operation in the Escrow account in
terms of the agreement contained herein which shall be
binding on the successor Escrow agent as well.

13 GENERAL

13.1 Cost and Expenses

It is expressly agreed by and between the Parties hereto, that the

Borrowers and Obligors shall bear and pay upfront all the costs, charges
and expenses including the fees of the Escrow Bank’s Advocate/s that may
be incurred by the Escrow Bank on account of any litigation arising out of
or in connection with this Agreement and the Escrow Bank shall not be
required or liable to bear or pay any such costs and expenses. In the event,
the Escrow Bank, without prejudice to its rights herein, happens to incur
any such costs, charges and expenses (including fees of Escrow Bank’s
Advocate/s), the same shall be reimbursed by the Borrowers and Obligors
to Escrow Bank immediately upon demand from the Escrow Bank without
raising any dispute.

The Borrowers and Obligors further agree and undertake to pay or

reimburse to Escrow Bank immediately on demand without any dispute
all costs, charges and expenses arising out of or in connection with this
Escrow Agreement or incidental to the enforcement of any of the
provisions of this agreement or in connection with any stamp duty,
statutory taxes, charges, duty, etc. or duty required to be paid by Escrow
Bank under this agreement or with respect to amendment, waiver or
consent relating to this Agreement.
24
13.2 Indemnity

The Borrowers and Obligors jointly and severally undertake and agree to
reimburse and indemnify and keep the Escrow Bank, the Lender and the
Escrow Agent indemnified against all consequences, liabilities,
obligations, expenses, damages, losses and costs of every kind and nature
(including all legal costs and expenses that Escrow Bank and the Lender
and/or Escrow Agent may be required to incur or incurred in legal
proceedings and in engaging legal counsel) (collectively “Losses”) which
the Escrow Bank and/or the Lender and/or Escrow Agent may suffer
and/or incur or be required to bear /incur by virtue of or on account of
the Escrow Accounts and/or as a consequence of this Agreement, and/or
as a consequence of any acts or omission or commission or neglect or
default on the part of the Borrowers and Obligors. The Escrow Bank shall
have no liability towards either of the said Parties for any loss or damage
that either of the Parties hereto may claim to have suffered or incurred,
either directly or indirectly, by reason of this Agreement or any
transaction or service contemplated by the provisions hereof other than
the loss or damage arising from the willful default, negligence, misconduct
or fraud on the part of the Escrow Bank. In no event shall the Escrow Bank
be liable for losses or delays resulting from computer malfunction,
interruption of communication facilities or other causes beyond Escrow
Bank’s reasonable control or for indirect, special or consequential
damages. The Parties acknowledge that the foregoing indemnities in
favour of the Escrow Bank shall survive the resignation or replacement of
the Escrow Bank or the termination of this Agreement. The obligations of
the Borrowers and Obligors to reimburse and indemnify the Escrow
Agent for expenses and advances shall survive the satisfaction and
discharge of all obligations hereunder.

13.3 Severability

If any provision of this Agreement is determined to be invalid or

unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or the applicable part of such provision and
the remaining part of such provision and all other provisions of this
Agreement shall continue to remain in full force and effect.

13.4 Independent Rights

The Borrowers and Obligors agree that any rights conferred on the

25
 Lender by this Agreement shall be in addition to and not in substitution
for or in derogation of any other rights and remedies which the Lender
may at any time have under the Loan Agreements and the other Loan
documents, including, without limitation, rights to seek and obtain from
the Borrowers or Obligors or any party to the security agreements
reimbursement of or indemnification against payments made or liabilities
incurred under the Loan Agreements and the other Loan documents.

13.5 Waiver

No failure to exercise, and no delay in exercising any right, power or

privilege hereunder, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder preclude or
require any other or future exercise thereof or the exercise of any other
right, power or privilege. All rights, powers and remedies granted to any
Party hereto and all other agreements, instruments and documents
executed in connection with this Agreement shall be cumulative, may be
exercised singly or concurrently and shall not be exclusive of any rights or
remedies provided by law.

13.6 Amendment

No amendment, supplement, modification or clarification to this

Agreement shall be valid or binding unless set forth in writing and duly
executed by all the Parties to this Agreement.

13.7 Headings

The Clause headings used in this Agreement are intended for convenience
only and shall not be deemed to supersede, interpret or modify any
provisions.

13.8 Counterparts

This Agreement may be executed in any number of counterparts and all of

such counterparts taken together shall be deemed to constitute one and
the same instrument.

14 NOTICE

14.1 Any notice or other communication given pursuant to this Agreement

must be in writing and (a) delivered personally; or (b) sent by facsimile
transmission; or (c) sent by registered mail with acknowledgments due;
(d) sent by e-mail; or (e) sent by courier, to the following address:

26
For PIPL
Name : Pralay Infrastructure Private Limited

Address : 4-B Bilquees Mansion, 261/263 Dr. D.N Road

261/263, Dr. D.N Fort, Mumbai – 400001
Telephone No. :

Fax No. :

e-mail :

Kind Attn. :

For PTPL
Name : Pallav Trading Private Limited

Address : 4/B, Bilquees Mansion, 261/263, 4th Floor,

Dadabhai Nawroji Road, Handloom House,
Mumbai- 400001
Telephone No :

Fax No. :

e-mail :

Kind Attn. :

For BGISPL
Name :

Address :

Telephone No :

Fax No. :

e-mail :

27
Kind Attn. :

For TMISPL
Name :

Address :

Telephone No :

Fax No. :

e-mail :

Kind Attn. :

For SMPL
Name :

Address :

Telephone No :

Fax No. :

e-mail :

Kind Attn. :

For ________the (Escrow Bank)

Name : __________ Bank Limited

Address :

Telephone No. :

Fax No. :

e-mail :

28
Kind Attn. :

For Vistra ITCL (India) Limited (Escrow Agent)

Name : Vistra ITCL (India) Limited

Address : IL&FS Financial Centre, Plot No. C-22, G Block,

Bandra Kurla Complex, Bandra (East), Mumbai
400 051
Telephone No : 022 – 26593535

Fax No. : 022- 26533297

e-mail : mumbai@vistra.com

Kind Attn. : Senior Vice President

For IFIN
Name : IL&FS Financial Services Limited
Address : IL&FS Financial Centre, Plot No. C-22, G-Block,
Bandra Kurla Complex, Bandra East, Mumbai –
400051
Telephone No. :
Fax No. :
e-mail :
Kind Attn. :

Such notice/communication shall be deemed to be effective, (a) in the

case of registered mail, when delivered to the postal authority, (b) in the
case of facsimile at the time when dispatched with a report confirming
proper transmission, (c) in the case of personal delivery, at the time of
delivery, (d) in case of courier, when delivered to the courier, and (e) in
case of e-mail, at the time when it is sent.
29
14.2 Any Party may by 7 day’s prior written notice to other Parties change the
address and/or addresses to which notices and communications is
required to be sent to it under this Agreement. Such change shall be
effective when all the Parties have received the notice of change of address
and addresses.

15 Governing Laws and Jurisdiction

15.1 Governing Laws

This Agreement and the rights and obligations of the Parties hereunder
shall be governed by, and construed in accordance with, the laws of India.

15.2 Jurisdiction

The Parties agree that the courts and tribunals at Mumbai shall have in
connection with this Agreement and that accordingly any suit, action or
proceedings (together referred to as “Proceedings”) arising out of or in
connection with this Agreement may be brought in such courts or the
tribunals and the Parties irrevocably submits to and accepts for itself and
in respect of its property, generally and unconditionally exclusive
jurisdiction to settle any disputes which may arise out of or, the
jurisdiction of those courts or tribunals.

16 The Escrow Bank and the Escrow Agent shall not be deemed to be aware
of or bound by the provisions of the Loan Agreements or Transaction
Documents or any other agreement between the Borrowers, Obligors and
the Lenders, save and except the provisions of this Agreement.

17 The Escrow Agents shall be responsible to operate the Escrow Accounts in

accordance with the provisions of this Agreement only and on the
instructions from Escrow Agent to transfer amounts from the said Escrow
Accounts only and there is no obligation on part of the Escrow Bank to
ensure payments of Escrow Money in the Escrow Accounts or to transfer
monies from any other accounts other than the said Escrow Account. The
Escrow Bank further states that if monies are to be transferred from any
other account of the Borrowers and Obligors other than the said Escrow
Accounts, the Escrow Bank will require specific instructions from the
authorized signatories of those accounts to effect the said transfer.

30
IN WITNESS WHEREOF, the Borrowers, Obligors, Lender, Escrow Agent and the
Escrow Bank have caused the same executed through their respective authorised
signatories on the day and year first hereinabove written.

SIGNED AND DELIVERED by the within

named, Pralay Infrastructure Private
Limited, by the hand of Shri ____________
________________, the person authorized
pursuant to the Resolutions passed by its
Board of Directors of
in that behalf on ____ day of _______ 201____.

SIGNED AND DELIVERED by the within

named, Pallav Trading Private Limited, by
the hand
of Shri ____________
________________, the person authorized
pursuant to the Resolutions passed by its
Board of Directors of in that behalf
on ____ day of _______ 201___.

SIGNED AND DELIVERED BY the within

named IL&FS Financial Services Limited
by the hand of Shri ____
_________________, its authorized signatory.

SIGNED AND DELIVERED by the within

named,___________ Bank Limited, Escrow
Bank, by the hand
of Shri ____________________________,
its authorized signatory.

SIGNED AND DELIVERED BY the within

31
named Vistra ITCL (India) Limited
(formerly known as IL&FS Trust
Company Limited)
Limited by the hand
of Shri _____________________, its
authorized signatory.

32
 SCHEDULE A

ESCROW ACCOUNT

Particular Details
Branch
Account
Number
Account Name
Escrow Agents’s Representatives: Specimen
Signatures

33
 SCHEDULE B

FORMAT OF THE NOTICE FOR RELEASE

To,

HDFC Bank Limited

Dear Sir,

Re: Escrow Agreement dated -_________________ between Pralay

Infrastructure Private Limited and Pallav Trading Private Limited
(collectively the “Borrowers”), Vistra ITCL (India) Limited(Escrow
Agent) and _________Bank Limited (“Escrow Bank or Escrow Agent”)
(“Escrow Agreement”)

We refer to the captioned Escrow Agreement.

All capitalised terms used but not defined herein shall have the same
meaning ascribed to it under the Escrow Agreement.

We, hereby give our instruction to transfer of Rs. [Amount of Disbursement]

([In words]) from the Escrow Account maintained with you bearing a/c
number in the following manner :

____________________________________ ( Amount in Rupees)

Name of Account Account No. Name of Bank Amount to be

Holder Brach and IFSC transferred
No.

34
Yours truly,

___________________________

For Vistra ITCL (India) Limited

[Name], [Designation]

Authorised Signatory

CC: [Borrower]

{Obligor}

In case the transaction is RTGS/NEFT the required details like IFSC

code, Bank Details, A/c no. of beneficiary has to be provided.

35
 SCHEDULE C

FORMAT OF INTIMATION FOR REPLACEMENT OF ESCROW BANK

To,

________________ Bank Limited

Dear Sir,

Escrow Agreement dated -_________________ between Pralay

Infrastructure Private Limited and Pallav Trading Private Limited
(collectively the “Borrowers”), Vistra ITCL (India) Limited (Escrow
Agent) and _________Bank Limited (“Escrow Bank or Escrow Agent”)
(“Escrow Agreement”)We refer to the captioned Escrow Agreement.

All capitalised terms used but not defined herein shall have the same
meaning ascribed to it under the Escrow Agreement.

Pursuant to the Escrow Agreement entered into amongst us, we hereby

notify you that we have appointed the following bank as the new escrow
bank:

[●]

In terms of the provisions of the Escrow Agreement, we request you to

transfer the Escrow Money (if any) in accordance with the following
details:

Account bearing number [New Escrow Account Number] held with [Name
of the Bank] by the name of [Name of the Account]

Please note that the said transfer of the Escrow Money should be
completed by [●].As the captioned Agreement now stands terminated.

Yours truly,

___________________________

For Vistra ITCL (India) Limited

[Name], [Designation]

Authorised Signatory

36
CC: [Borrowers,Obligor, Lender]

37
 SCHEDULE D

FORMAT OF NOTICE IN CASE OF RESIGNATION OF ESCROW BANK

To,

______________ Bank Limited,

Dear Sir,

Re: Escrow Agreement dated -_________________ between Pralay

Infrastructure Private Limited and Pallav Trading Private Limited
(collectively the “Borrowers”), Vistra ITCL (India) Limited (Escrow
Agent) and _________Bank Limited (“Bank”) (“Escrow Agreement”)

We refer to the captioned Escrow Agreement.

All capitalised terms used but not defined herein shall have the same
meaning ascribed to it under the Escrow Agreement.

Pursuant to the Escrow Agreement entered into amongst us and the letter
dated [●] received from you indicating your desire to resign as the escrow
bank, we hereby notify you that we have appointed the following person as
the new escrow bank:

[●]

In terms of the provisions of the Escrow Agreement, we request you to

transfer the Escrow Money (if any) in accordance with the following
details:

Account bearing number [New Escrow Account Number] held with [Name
of the Bank] by the name of [Name of the Account]

Please note that the said transfer of the Escrow Money should be
completed by [●].As the captioned Agreement now stands terminated.

Yours truly,

___________________________

For Vistra ITCL (India) Limited

[Name], [Designation]
Authorised Signatory

___________________________

CC: Borrowers, Lender, Obligor

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