The Director,

[[Name of the Borrower]

Dear Sir,

[Name of the Borrower]–Sanction of Term Loan for [Name of the Project]

We refer to your request for the proposed financing of [Name of the Project].

2. In this regard, we are pleased to advise that the Bank has sanctioned Term Loan of Rs. [●] Crs (Rupees
[●]only).

3. Kindly note that the disbursement of the above facilities are subject to fulfillment of the following
conditions:
• Vetting of Project Cost by Sector Consultant and LIE
• Site Visit by the LIE appointed by Bank and Bank officials
• Compliance of all Pre-disbursement conditions as mentioned in the detailed Term sheet

4. The detailed terms and conditions set out in Annexure-I may be expanded as per discussions with the
Lenders’ Legal Counsel and Bank’s Law Officer at the time of preparation of the loan documents.

5. Please communicate to the Bank within 30 days of receipt of this letter, in token of having accepted the terms
and conditions set out herein, by returning to us the duplicate copy hereof duly signed by the authorized
representative(s) of the company, supported by two certified copies of the resolution duly passed by the Board
of Directors of the Company. This resolution must provide that the Company is agreeable to enter into the Loan
Agreements within the time stipulated by BANK, along with the names of the signatories authorized for the
purpose. There is no obligation or commitment on the part of BANK to advance any money till such
Agreements are executed.

6. Please also note that this communication should not be construed as giving rise to any binding obligation on
the part of the Bank. The proposed Facilities will lapse automatically on [●] if not documented and will need
revalidation.

7. Please note that any request for the change or modification in the terms and conditions will attract applicable
service charges as per the extant instructions of the Bank.

8. This letter is being issued in duplicate. Kindly arrange for the Company’s acceptance of the above Indicative
terms.

Yours faithfully,

[●]

Page 1 of 20
 Annexure

TERM SHEET

1. Borrower [●]
2. Project [Name of the Project]
3. Promoter [Name of the promoter/promoter company]
4. Sponsor [Name of the sponsor/sponsor company]
5. Lender [●]
6.Project Cost and Estimated project cost of Rs. [●] Crs to be financed in a debt: equity ratio of 70:30 i.e.
Means of Finance Term Loan of Rs. [●]Crs and Promoter Contribution of Rs. [●]Crs.
7. Purpose To part finance the Project cost

In the event that the Promoter /Sponsors Contribution/ Equity is in excess of the total project
equity requirement, then the debt proceeds may be utilised to reimburse the excess amount
brought in by the Promoter/Sponsor including by way of any unsecured loans. However, the
same shall be permitted to the extent certified by Statutory Auditor and LIE and subject to
compliance of other conditions of this term-sheet.

Disbursement of Term Loan by way of reimbursement shall be applicable only for expenditure
incurred within one year of date of sanction i.e. [●],till perfection of security (out of total
sanctioned limit, Rs. [●] Crs will be disbursed after security perfection).
8. Facilities Rupee Term Loan (RTL) of up to Rs. [●] Crs
9. Upfront Equity 50% of the total envisaged Promoters Contribution (Rs. [●] Crs) for the Project shall be brought
in upfront. Statutory Auditor Certificate to be obtained certifying this prior to disbursement.
Balance Promoters Contribution shall be infused in proportion of Debt: Equity ratio.

Further, entire Equity to be brought in by the Promoter before the last 25% of debt component is
disbursed.
10. SCOD
(Scheduled
[●]
Commercial
Operations Date)
11. Tenor The door-to-door tenor of Project Term Loan is 18 years with Construction period of 6 months,
moratorium period of 1 year and repayment period of 16 years and 6 months with a put option
after 10 years.

Initially, BANK shall provide TL facility for a door-to-door period of 10 years from the date of
first disbursement. The Borrower shall arrange refinance for balance outstanding loan; BANK
shall have first right of refusal for refinancing the same. Company shall apply for refinancing of
debt 9 months before the deadline of 10 years. BANK shall revert within reasonable timeframe
on exercise of right of first refusal.

In any case, last repayment date for the Term Loan shall not exceed 30 th June 2037.
12. Moratorium 12 months from SCOD
13. Repayment Repayment for total tenor is to be spread over [●] comprising of [●] structured quarterly
instalments starting from [●]as mentioned in Appendix-1 of Terms Sheet.

In case of lower availment of loan by the Company from Lender, repayment schedule shall
stand revised proportionately.
14. Availability Subject to satisfaction of Pre Commitment conditions and Pre-Disbursement conditions for the
Period Facility as set out below and to be detailed in Financing Documents and other terms as agreed,
the Facility shall be available for drawdown until 6 (six) months from COD.

Unless otherwise agreed to by the Lender, the Borrower's right to request the Lender for any
disbursement under the Facility shall cease upon the expiry of the Availability Period, and the
undisbursed amounts at the end of the availability period shall stand automatically cancelled to
that extent.
15. Rate of Interest [●]

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16. Interest/ Principal The Facility shall have monthly interest and quarterly principal repayments. The Borrower shall
Payment pay interest on the Facility and repayment instalments on the Facility on the last day of the
calendar month and quarter period respectively on which it is due. In case such date of any
month/quarter is not a Business Day then such payment shall be made on a Business Day
immediately preceding such day of month/quarter.
17. Interest Tax, Interest tax / other levies / duties, if any, shall be payable by the Borrower over and above the
Levies & Duties interest rates mentioned above.
18. Drawdown The Borrower shall provide quarterly drawdown schedule to the Lenders before First
Schedule Disbursement duly certified by the LIE regarding quantum and time of drawdown vis-a-vis
Project requirement and compliance to implementation schedule.
19. Project The Project Documents for the Facility shall include, but not be limited to the following:
Agreements
1. All lease deeds/ agreements/ conveyance deeds/ agreements/ROW rights (if any) in relation
to the immovable properties pertaining to the Project;
2. All contracts, writings entered into with any Authority in connection with the Project
including but not limited to Power Purchase Agreement (PPA), consent letter from KERC and
Transmission/Connectivity Agreements along with any LCs/BGs;
3. All Clearances, consents, contracts, agreements and writings entered into or obtained by the
Borrower in any manner connected with (i) the designing, construction, development, operation,
management and/or maintenance in relation to the Project; (ii) supply of material, spares,
equipment, operation and maintenance services and other technical and specialized services for
the operations and maintenance in relation to the Project; (iii) execution of Financing
Documents;
4. Any documents evidencing or enabling the effective exercise of the rights granted to the
Borrower and discharge by the Borrower of its obligations under any of the documents referred
to in 1, 2, 3 above;
5. All performance bonds and other security documents and arrangements furnished by any of
the parties under the documents referred to above, in favour of or for the benefit of the
Borrower, the insurance contracts, and any other document(s) that may be designated as a
Project Document by the Lenders.
20. Financing All agreements and documents executed in favour of or entered into with the Lender and /or for
Documents the benefit of the Lender, by the Borrower in respect of the Facility extended for financing the
Project and include any document providing security for the Facility shall constitute Financing
Documents. These include without limitation, the facility agreement, security documents
including security trustee agreement, inter-creditor agreement if any, escrow agreement/ TRA
and any other agreements as designated as a Financing Document by the Lenders, all of which
shall be in a form and substance acceptable to the Lenders.
21. Transaction Transaction Documents shall mean Financing Documents/ Agreements and Project Documents/
Documents Agreements
22. Liquidated In case of default in payment on due date/ Event of Default, Penal Interest at the rate of 5 % per
Damages annum over and above the Applicable Rate of Interest will be payable by the Borrower on the
irregular portion for the period of irregularity.
23. Additional/ Penal 1. In case the Security is not created/perfected within the stipulated timelines, the Borrower
Interest shall pay an additional interest of 0.75% / 1% p.a. on the outstanding Facility (including sub-
limits, if any) from the due date of Security creation/perfection till actual creation/perfection of
Security as per Security Clause.
2. Breach in any financial covenants as tested on the basis of Audited Balance Sheet shall
attract additional interest as per Financial Covenants clause.
3. Breach of any covenants which include all mandatory and mandatory negative (excluding
Financial covenants or covenants for which specific additional interest rates are already in
place) will attract additional interest of 1% p.a. on the entire outstanding, from the date of
breach of covenant till the breach is rectified/ approved by sanctioning authority.
4. For any Cross Default as defined under mandatory covenant no. M6 (including payment of
installment/ interest to other Institutions/ Banks), penal interest of 1 % p.a. on the entire
outstanding for the period of non-adherence shall be charged, subject to a minimum period of 1
year.
5. Failure to obtain the first credit rating or revised credit rating at stipulated time shall attract
additional interest of 0.20% on the outstanding from the date of expiry and withdrawal of any
concessions in fees/interest rates provided to the Company till the submission of valid credit

Page 3 of 20
 rating.
6. Total Penal Interest, excluding Liquidated Damages for non-payment, shall be capped at 3%
p.a.
24. Inspection The Bank will conduct quarterly inspection during implementation of the project and thereafter
at half-yearly interval. The expenses related to the site visit shall be borne by the Borrower.
25. Security Primary Security:
The Borrower shall ensure that the Facility (together with all principal interest, liquidated
damages, fees, costs, charges, expenses and other monies and all other amounts stipulated and
payable to the Lender) shall be secured in favour of Security Trustee by the following:

i) First charge on all immovable property (including land) of Borrower, both present and future,
in favour of the Lenders, by way of :
1. Equitable mortgage of Project land; or
2. Assignment of leasehold rights in regard to land acquired on lease basis where Equitable
mortgage is not permissible;

ii) First charge on all the movable properties of Borrower including plant and machinery,
machine spares, tools and accessories, furniture, fixtures, vehicle and other movable assets, both
present and future.

iii) First charge on the entire cash flows, current assets, receivables, book debts and revenues of
Borrower of whatsoever nature and wherever arising, both present and future.

iv) Assignment or creation of First charge on all rights, titles, interests, benefits, claims and
demand in Project documents (including without limitation the power purchase agreement, lease
agreements, sub-lease agreements, ROW), clearances, insurance contracts, proceeds under the
insurance contracts, relating to the project, both present and future.

v) First charge on all accounts under the Trust and Retention Account agreement and any other
bank accounts of Borrower, including a charge on all the monies, receivables from the Project
and cash deposited therein, both present and future.

vi) Pledge of 51% of the shares (which constitute at least 51% voting rights) of the Borrower in
favor of Security Trustee. Non-Disposal undertaking for remaining 49% shares.

All security except mortgage of project land / assignment of leasehold rights and assignment of
Project documents is proposed upfront.

In case of downselling of Project Debt or in case Company decides to avail Working Capital
limits, security shall be shared on pari-passu basis with other Lenders of the Project.

Security for the Project is proposed be created before disbursement except as below:
• Timeline of 12 months from the date of first disbursement for mortgage of Project Land, post
which penal interest of 0.75% till 18 months and 1% p. a. after 18 months to be charged for
non-perfection of security; and
• Timeline of 6 months from the date of first disbursement for assignment of PPA/Project
Documents though Indenture of Mortgage, post which penal interest of 1% p. a. to be
charged for non-perfection of security within stipulated timelines.
Penal interest as per above shall be charged upto such period until the security is perfected to
the satisfaction of the Lenders.

Corporate Guarantee from the Promoter to be provided. Lenders may permit to release the
same after fulfillment of following conditions:
a) Bringing in / meeting the required Promoters Contribution as per the envisaged financing
plan
b) Achievement of COD of the Project
c) Creation and perfection of the security as stipulated
d) Creation of DSRA as stipulated
e) Satisfactory operations as per the Base Case, for a period of 2 Financial Years post end of
Moratorium Period

Page 4 of 20
 Sponsor Support by way of Letter of undertaking to be provided. Lenders may permit to
release the same after fulfillment of following conditions:
a) Creation and perfection of security and
b) Satisfactory operations as per the Base Case for a period of 2 Financial Years post end of
Moratorium Period

The Corporate Guarantee / undertaking will be equivalent to the facility amount plus applicable
interest and charges etc. Corporate Guarantee and Sponsor undertaking will not fall off
automatically and shall be released on achievement of above conditions to the satisfaction of
Lenders.
26. Ownership Promoter should directly hold minimum 51% equity stake and management control in the
Covenant Borrower throughout the tenor of Facility.
(Control is as defined in Companies Act 2013)
27. Financial Starting from the first full year of operations (i.e. FY 2020-21 onwards), the measurement of
Covenants (The deviation shall be once in a year with reference to the last annual audited statement of accounts.
Financial Covenants i. Minimum Fixed Asset Coverage Ratio (FACR): 1.25
shall be aligned with ii. Minimum DSCR: 1.15
Base Case Financials) iii. Minimum ICR: As per base case or 1.75 whichever is lower
iv. Long Term Debt/EBITDA: As per base case or 4:1 whichever is higher
Statutory Auditor/ Chartered Accountant Certificate to be submitted within 60 days of
finalization of audited statements to advise compliance of these ratios.

Formulae:
FACR: WDV of Fixed Assets / Total Term Loan outstanding including Term Loan installments
payable within one year.
DSCR: [Total Cash Accruals + Interest on Term Loan ] / [Total Principal Repayment during the
year + Interest on Term Loan ]
Interest Coverage Ratio: PBDIT / [Interest on Term Loan + Interest on Working Capital Loan]
Long Term Debt /EBITDA: Total Term Loan outstanding including Term Loan installments
payable within one year / [PBDIT- Interest on Working Capital Loan]

Penalty for Breach:

The covenants will be tested on the basis of audited financials every year during the currency of
the loan and penalty will be levied for breach of any two of the covenants on the outstanding
loan amount as on the date of Audited Balance Sheet.

Upto 5% - Nil
More than 5% but less than 10% - 25 bps
More than 10% - 50 bps

Penal interest would be charged retrospectively from the date of Audited Balance Sheet on the
basis of which, covenants have been tested, for the period of breach.

In case of continuous default/decline in performance levels, the Lenders may stipulate any other
conditions as deemed necessary.
28. Credit rating The Borrower shall obtain a credit rating for its borrowings from an accredited Credit Rating
Agency. The first such credit rating shall be obtained and furnished to the Lenders before [●].
Thereafter, the rating shall be obtained and furnished to the Lenders at least at annual intervals.
Failure to obtain the first credit rating or revised credit rating at stipulated time shall attract
additional interest of 0.20% on the outstanding from the date of expiry and withdrawal of any
concessions in fees/interest rates provided to the Company till the submission of valid credit
rating.

If the credit rating is less than BBB category (BBB+, BBB, BBB-), Lender has the right to
revise the pricing.
29. Insurance During the currency of the Facility, the Borrower shall keep the assets that are offered as
security for the Facility fully insured as advised by the LIA, the policies to be retained by the
Borrower and a copy of the policy to be submitted to the Lenders. Insurance policies shall
contain usual bank clause and name the Lenders/Security Trustee as loss payees.

Page 5 of 20
 The Borrower shall always be responsible to ensure that the insurance policy in respect of the
hypothecated assets remains valid till all the dues of the Bank are repaid and to keep such
insurance policy renewed each year.

The Bank shall not be liable for any consequence arising from non-renewal of insurance in any
year even if the Bank has in any previous year renewed the insurance of the hypothecated assets
by debiting the borrowers account for failure of the Borrower to renew such insurance policy.

In the event any insurance claims/ monies are received by the Borrower, the same shall be
routed through the TRA Account.
30. Disbursements 1. Disbursement of the Term Loan shall be as per draw down schedule (in line with the
indicative phasing of the project) to be provided by the Borrower to the Lender at the time
of Documentation.
2. Disbursement of the Term Loan shall commence only after infusion of stipulated Upfront
Equity (to be certified by Statutory Auditor) and compliance of conditions precedent to 1 st
disbursement. Further disbursements will depend upon the progress of project
implementation, satisfactory compliance of all Conditions Precedent and within the
accepted Debt: Equity ratio and shall be linked proportionately to Land
possession/Acquisition position of the Project.
3. A certificate from Chartered Accountant on sources and end-use of funds, including pre-
operative expenses, will be submitted along with each notice of drawal (including first
disbursement) (except in case where disbursement exceeds 80% of total loan wherein, a
Certificate from Statutory Auditor within 30 days shall have to be submitted).
4. Payments for all capex shall be made directly to the Suppliers/Contractors or any other
vendor/contractor as per the satisfaction of the Lender except in case of reimbursement of
additional funds brought in by the Promoter/Sponsor or agreed by the Lender. Also, Lender
shall have the right to call for information in respect of financial transactions of Promoter
and EPC contractor as relevant to the Project.
5. The drawdown shall be in the form of Fund Based drawdown and the same to be availed
before the expiry of availability period.
6. All reimbursements shall be subject to extant instructions of the Bank including the
following:
a. Company to provide necessary documents and information for carrying out due
diligence on suppliers, ensuring availability of asset purchased.
b. Sources and end use of funds to be established by way of CA/Statutory auditor
certificate, as applicable.
c. Transactions to be verified by bank account statements and original invoices/bills.
31. Promoters Promoter shall undertake following, in form and manner acceptable to Lenders (backed by
Undertaking Board resolution or approval from competent authority), which shall remain valid and in force
throughout the tenor of the facility:
i. Undertaking to create security as per the Security Clause
ii. Undertake to bring in the required Promoters Contribution.
iii. Undertake that in case of cost overrun in the estimated project cost as per business plan and
as reviewed by LIE, including over run if any due to forex fluctuations etc. shall be met by
the Promoter, without recourse to Project assets in a form and manner acceptable to
Lenders.
iv. Undertake that any amount brought in, in form including but not limited to unsecured loans/
preference shares/ debentures, towards the funding of the Project Cost will not be
withdrawn before the Secured Obligations are fully discharged to satisfaction of the
Lenders, or the Lenders prior written permission is obtained for such withdrawal.
v. Provide management support for completing the Project within stipulated timelines.
vi. Ensure that during the currency of loan, management control over the Borrower shall not
change without the consent of the Lenders. Further, Promoter to ensure that the Equity stake
in Borrower shall not reduce below 51% during currency of the loan (present and future),
without the approval of the Lenders.
vii. Undertake that any penalty or liquidated damages payable by the Borrower to anyone on
account of delay in implementing the Project shall be met by Borrower through additional
equity/ Promoter contribution without recourse to Project assets in a form and manner to the
satisfaction of the Lenders.

Page 6 of 20
 viii. Undertake that in case of any shortfall in DSRA towards creation of second quarter DSRA,
Promoter shall bring in additional funds to meet stipulated DSRA.
ix. Undertake that the LOC/LOU for availing Buyers Credit shall be subject to i) Buyers Credit
exposure to be fully hedged as per the hedging policy of the company and in line with the
RBI Guidelines in this matter from time to time; and ii) any increase in cost of Buyers credit
will be borne by the Borrower, in case it results in increase in project cost.
x. Agree that transactions with respect to Project within the Group companies shall be on arm-
length basis.
xi. Undertake to bring in entire Promoter Contribution before the last 25% of debt component
is disbursed.
xii. Undertake to replenish the DSRA amount in case the same is utilized for debt-servicing at
any time, from its own sources, without recourse to Project Assets. The undertaking shall
fall off if either of the following scenarios occur:
1) DISCOM grading gets upgraded to A or above
2) Borrower rating of "A" family is achieved
In case of decline in rating below the A Family, this undertaking will reinstate automatically
for the entire tenor of the loan.
32. Pre-Commitment The Borrower shall:
Conditions
1. Undertake to bring in the entire equity/Promoter Contribution requirement for the Project in
a timely manner;
2. Submit the certified constitutional documents i.e. Memorandum of Association and Articles
of Association.
3. Deposited the financing fees with Lender as per time schedule stipulated.
4. Borrower to undertake to close all the current accounts, except BANK, within 3 months
from first disbursement and provide a confirmation of having not availed any credit facility
with any other bank.
5. Modify its Memorandum of Association and Articles of Association, for enhancement of
the authorized share capital and borrowing power as per the envisaged financing plan, if
required, and incorporate any other changes as may be required by the Lenders including
but not limited to increase of authorized share capital if required;
6. Provide copy of the resolution of the Board of Directors of the Borrower, Promoter,
Sponsor and Corporate Guarantor approving the terms of this transaction and authorizing
specified person(s) to execute, sign and/or dispatch all documents and notices to which it
will be a party.
7. Undertake that any contingent liability / corporate guarantee on the books of the Borrower
shall not exceed the total net worth of the Borrower at any point of time during the currency
of the loan. In case such liability/guarantee provide by the Borrower during its normal
course of business is higher than the TNW, Borrower to confirm that there is no negative
impact on TNW of the Borrowing company.
8. Agree for appointment of third party consultants like Lenders Independent Engineer (LIE),
Lenders Legal Counsel (LLC), Lenders Insurance Advisor (LIA) and any other agencies, as
may be required, by the Lenders as per scope of services to be provided by the Lenders. The
Borrower would also agree that all information required by such agencies for carrying out
the work assigned to them would be provided and expenditure incurred for availing the
services from these agencies shall be borne by the Borrower.
9. Undertake to furnish to the Lenders or any agency appointed by the Lenders, such
information and data as may be required by them or any agency appointed by the Lenders to
ensure that the physical and financial progress of the project are as per the schedule.
10. Undertake to obtain all necessary statutory and non-statutory clearances required for the
timely completion of the Project and for continuous operation of the Project;
11. Submit suitable affidavit(s)/letter(s) from the Director(s) whose name(s) is/are appearing in
the RBI Defaulters list/CIBIL Defaulters List.
12. Confirm that name of none of the Directors appears in RBIs/ CIBILs Defaulters list/ ECGC
Caution List/Central Fraud Registry/ Disqualified Directors list/Banned list of Promoters
(SEBI). Further, the Borrower will furnish to the Lender an affidavit of disclaimer along
with an affidavit of disclaimer from Director(s) with similar identity appearing in any of
RBI defaulters/ CIBIL/ ECGC Caution lists/Central Fraud Registry/ Disqualified Directors
list/Banned list of Promoters (SEBI). The Borrower shall agree to remove the Directors, if
any whose names appear in RBI willful defaulters' list from its Board, or get their names

Page 7 of 20
 deleted from the list.
13. Undertake that no legal cases of any nature have been filed against the Borrower/ firm
and/or any of its Directors/ partners which have material adverse effect in view of the
Lenders.
14. Undertake that there is no existing event of default which has not been cured or waived
under the Project Documents.
15. Undertake to comply with all terms and conditions of the PPA/Rfs (Request for Selection)
and other Project Documents.
16. Undertake to open Trust and Retention Account (TRA) with BANK to the satisfaction of
the Lenders through which all the Project cash flows would flow.
17. Undertake to build up a Debt Service Reserve Account (DSRA) account as stipulated in this
term sheet.
18. Agree that in the event of any cost savings on account of duties/other taxes and/or price
negotiations, there would be pro-rata reduction in the debt and equity components of the
Project cost;
19. Submit all necessary EPC/ construction/ supply contracts, if required for implementation of
the Project. The Liquidated Damages and Performance Guarantees under these contracts
shall be reviewed and vetted by the LIE as PDC, and any changes suggested by the
consultants shall be adhered to.
20. Agree that the technical configuration of the plant including Solar PV modules, the EPC
contracts/ amendment/ novation to EPC contract, Power Purchase Agreement (PPA),
irradiation data and other important contracts executed/ to be executed, approvals received
by the Borrower for the Project shall be reviewed and vetted by Bank officials, LIE and
appointed consultants, as applicable. The Borrower to carry out necessary changes/
modifications as recommended by the Bank officials and Banks consultant.
21. Agree that the Project Cost may be reviewed and vetted by the Lenders and LIE and the
Borrower would have to satisfy them about the reasonability of the Project Cost for the
same to be accepted by Lender. The Project cost reviewed and vetted by LIE shall be
considered as the final Project Cost and Promoters shall arrange to tie up the funding gap
upfront by way of additional equity/ equity like instruments/ preference shares/ sub-
ordinate debt on terms acceptable to Lenders.
22. Undertake that all the contracts executed in any foreign currency shall be fully hedged at all
the times during the currency of the loan. Any loss or cost escalation due to forex volatility
will be met by the borrower by bringing additional funds through promoter or any other
own source.
23. Agree that the preliminary and preoperative expenses shall be allowed as part of the Project
Cost only to the extent they are relating to the Project and as certified by Statutory Auditor
and accepted by LIE.
24. Undertake to comply with all the obligations of power producer under the PPA, so as not to
result in termination of PPA.
25. Undertake to ensure that power evacuation plan, in line with implementation schedule, is in
place before disbursement and same to be reviewed, vetted and certified by LIE; Also
undertake to ensure evacuation infrastructure is in place before last 20% debt disbursement
is made.
26. Undertake to execute an O&M contract or establish O&M team in case of self O&M to the
satisfaction of Lenders before COD which shall be reviewed and vetted by LIE.
27. Agree that the Lenders reserve the right to appoint any independent/ concurrent auditors/
consultants for the review of the Project as deemed fit during the currency of the loan, the
entire cost of such appointment will be borne by the Company.
28. Provide a copy of the Shareholders Resolution under section 185 & 186 of the Companies
Act to the Lender, if applicable.
29. The Borrower/ Promoter/ Sponsor and Corporate Guarantor undertakes to procure and
submit/ applied for a certificate under Section 281 (1) (ii) of the Income Tax Act, 1961 in
respect of the creation of Security within 6 months from first disbursement. In case the
application is under process at the time of PCC/PDC compliance, a copy of acknowledged
application to IT department along with CA certificate may be submitted along with an
undertaking to obtain the certificate within specified timelines to the satisfaction of Lenders.
30. Undertake to ensure that the plant and machinery shall at all times be kept in good working
condition and promptly rectify any damage to/ destruction of machinery/equipment to
ensure no depletion in the value of the Security Interest as required by the Lenders.

Page 8 of 20
 31. Agree that the Borrower shall obtain adequate insurance cover during operation phase, as
per the advice given by Lender and LIA, and assign all insurance policies pertaining to the
Project plan in favour of lenders/ Security Trustee.
32. Agree that the Bank can stipulate additional conditions till execution of the Financing
Documents/ Loan Documents in consultation with the Borrower.
33. The Borrower shall agree to broad base its Board of Directors by inducting suitable
qualified and experienced technical and financial professionals, if called upon by Lenders.
34. Undertake to meet any shortfall arising in funds to be incurred on replacement of inverters if
the same is not met out of the project cash flows after servicing debt of the Lenders.
35. Undertake that Promoters stake shall not fall below 51% during the currency of the Term
Loan;
36. Undertake not to declare any dividend during construction/ moratorium period and that
during the currency of the Debt, it shall not, without obtaining prior consent of the lenders
declare any dividend on its share capital in case of non-fulfilment of any of the Restricted
Payment Covenants;
37. Borrower to provide an undertaking that in the event of a change in Management Control,
the Lenders will have a right to seek repayment of the outstanding facility.
38. DSRA shall be topped up continuously to maintain serviceability to ensure repayment and
servicing of interest of ensuing two Quarters as per DSRA Clause. The Borrower shall bring
in additional funds for meeting the shortfall in DSRA, if any, during the entire loan tenor.
39. Maintain and comply with all relevant laws, consents and authorizations.
40. Undertake to maintain and comply with all applicable environmental norms and regulations
during the tenor of the Loan;
41. The Borrower shall at all times comply with the Environmental, Health, Safety, Social
(EHSS) and other requirements as stipulated by the Lender and reviewed by LIE or any
other Lenders appointed third party.
42. Undertake to comply with all necessary licenses, permits and/or clearances for the
installation of the Projects as required by the law of the land.
43. Undertake to constitute a competent Committee of Directors/ Senior Executives for the
purpose of supervising and monitoring the progress of implementation of the project. The
committee shall be responsible for the management of the project during construction
period and monitoring implementation of the project and the Lenders shall have the rights to
seek appropriate information from this committee.
44. Borrower to obtain and submit LEI no. before documentation.
45. Borrower to undertake that any of its Groups entity is neither appearing under RBI defaulter
list/ RBI wilful defaulter list nor having irregular/NPA credit facilities in the books of any
bank or financial institution etc.
46. Undertake that all PV modules, equipment including cables, inverters are in accordance
with the Ministry of New and Renewable Energy (MNRE) Standards and solar modules
have BIS certification.
47. Undertake that in case of lopping / pruning of trees required permissions will be taken.
48. Undertake to ensure that guarantees and warranties for the equipment provided by the
suppliers to EPC Contractor will be provided back-to-back to the Borrower.
49. In case of renegotiation of tariff during the tenor of loan, undertake to arrange to bring in
the additional amount of equity/ Promoters Contribution from its own sources/ affiliates
without recourse to the Project assets, in a form and manner acceptable to the lenders,
towards resizing of debt so as to maintain the minimum DSCR as per Base Case throughout
the tenor of the loan.
50. The Borrower agrees that upon the account of the Borrower being categorised as Non-
Performing Asset (NPA) as per the extant Income Recognition and Asset Classification
(IRAC) norms of RBI, the Borrower shall pay interest at the default rate per month on the
entire outstanding amount of the loan for the period that the account shall remain NPA.
Default rate shall mean the rate of interest over and above the MCLR or others as shall be
applicable in case the Credit Risk Assessment (CRA) for an account is the highest
(presently interest rate applicable to SB-15) as per norms of CRA linked interest rate
applicable in the Bank.
33. Conditions 1. 50% of the Promoters Contribution shall have been infused by the Sponsor/ Promoter/ or
precedent to first Company into the Project. The Company shall submit a certificate from the Statutory
disbursement Auditor showing the sources and application of funds to the satisfaction of Lenders.
2. Execution of Financing Documents, Sponsor Undertaking, Security Documents and Project

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 Agreements in a form acceptable to the Lenders except for those for which time has been
provided by the Lenders;
3. Provide certified copies of all constitutional documents of the Borrower, Promoter and the
Sponsor;
4. Availability of Legal Opinion by Lenders Legal Counsel (LLC) covering unconditional
legal effectiveness of the Financing documents, to the satisfaction to the Lenders.
5. Resolve the issues raised by the LLC in its Due Diligence Report to the satisfaction of
Bank.
6. Provide certificate from Director regarding compliance with the Project Agreements.
7. Land possession/acquisition of at least 75% land required for the Project shall have been
completed.
8. The Borrower shall have created/perfected security as per Security Clause and the timelines
therein.
9. Borrower to undertake to close all the current accounts, except BANK, within 3 months
from first disbursement and provide a confirmation of having not availed any credit facility
with any other bank.
10. Receipt of all necessary approvals (including but not limited to connectivity approval and
forest clearance if any), authorizations, permits and consents from statutory authorities with
respect to commencement of construction/ownership of the Project and Project assets,
raising Means of finance for investment in the Project. LIE and LLC shall have reviewed
the same;
11. BIS certification for solar modules shall have been submitted.
12. Borrower to provide credit information reports (CIR) from the banks/FIs of Borrower,
Promoter and Sponsor.
13. Borrower to submit certified KYC documents of Borrower, Promoter and Sponsor as well
as Directors (including Passport) of the Borrower, Promoter and Sponsor Companies to the
Lender.
14. Pre-disbursement Site Visit shall be conducted.
15. Submission of certificate under section 281 (1) (ii) giving the status of up to date tax
demand along with copy of assessment order in respect of the creation of Security. In case
the application is under process, copy of acknowledged application to IT department along
with CA certificate may be submitted along with an undertaking from Borrower to furnish
the certificate within 6 months from First Disbursement.
16. Establishment of Escrow/ TRA Mechanism; Borrower should undertake to route all cash
flows (inflows & outflows) related to the Project including flows to and from PPA
Authority, EPC provider, O&M provider, equipment suppliers etc. to deposit all the monies
in the Escrow/ TRA account with BANK, from the date of opening of the TRA accounts
and update of the same in the records of the DISCOM.
17. Borrower shall have entered into Engineering, Procurement and Construction (EPC)
contracts for the Project to the satisfaction of the Lenders and a copy of same submitted to
Lenders. LIE and LLC shall have reviewed and vetted the same including adequacy of the
performance guarantees and Liquidated damages provisions in the contracts and any
changes suggested by them shall be carried out to the satisfaction of Lenders;
18. An LIE certificate that the proposed drawdown is in accordance with the implementation
schedule and that the physical progress of the Project and the cost incurred is as per the
Project requirement.
19. LIE site visit report to be in place.
20. The LIE shall review and vet the technical configuration of the plant including solar PV
modules, inverters and BOS, irradiation data, the cost of project and LLC /LIE shall review
and vet contracts for supply of major equipment, Power Purchase Agreement and other
major contracts/ approvals as obtained. LIE will also examine the reasonableness of these
contract prices. The Borrower shall carry out necessary changes/ modifications as
recommended by the LIE/ LLC and deemed necessary by the Lenders.
21. To ensure that Lenders shall have received the final copies of the organization chart, copies
of all the contracts, the construction budget, in accordance with the Base case business plan,
as agreed between Borrower and the relevant contractors duly certified by LIE.
22. A report to be provided by Lenders Insurance Advisor (LIA) recommending the insurance
policies required to be taken for the project & review of policies taken, if any. The
Borrower shall carry out necessary changes/ modifications in the insurance policies as
recommended by the LIA and deemed necessary by the Lenders. All expenses related to

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 LIA to be borne by the company during the currency of loan.
23. Certification from Borrower with regards to all the Representations and Warranties as set
out in Transaction documents being correct;
24. Borrower to confirm obtention of Reinsurance for Solar Modules from a third party
company.
25. Provide legal opinions required by the Lenders, if any;
26. Provide the latest audited financials of the Borrower, Promoter and the Sponsor;
27. Receipt of all applicable material support letters issued by government authorities;
28. No Event of Default or continuing Potential event of Default;
29. Payment of all fees due under the Financing Documents and Project Agreements;
30. A declaration shall be submitted by the Borrower that it does not have any other credit
facility in any bank / FI / NBFC which is irregular and that there are no overdue statutory
dues.
34. Conditions The Borrower shall, prior to each disbursement (including first disbursement) under the
Precedent to each Facility, to the satisfaction of the Lenders, have complied with the following:
disbursement
1. Entire Promoter Contribution should be brought in by the Promoter before the last 25% of
debt component is disbursed.
2. Provide a certificate from the Chartered Accountant certifying the project cost incurred till
date along with the components of the project cost and means of finance and the same
should certify that the funds drawn down have been used for the purpose mentioned in the
Transaction Documents and confirming that the total debt to equity ratio after giving effect
to the particular drawdown shall not exceed as provided under means of finance. However,
the company will submit a Certificate from its Statutory Auditor in case of reimbursement /
disbursement above 80% of debt amount.
3. Provide certificate of LIE that the drawdown application amount is to the satisfaction of the
LIE and reflects actual physical progress of the Project achieved by the Company and is
within the overall Base Case Business Plan;
4. Borrower to confirm that all stipulated representations and warranties which are made or
repeated on the date of such drawdown are true in all respect;
5. No event of default/ potential event of default has occurred and is continuing;
6. All Clearances, approvals, consents required at least for that part of the Project, for which
disbursement has been sought, have been obtained and shall remain in full force and effect
and in compliance with all the conditions stipulated therein.
7. The Borrower shall have submitted end use certificate for all prior disbursements to the
satisfaction of the Lender(s) and in any case within 30 days from the date of such
disbursement;
8. The Borrower shall have created Securities as envisaged in the Security package within the
stipulated time period;
9. Entire evacuation arrangement as certified by LIE should be in place before last 20% debt
disbursement is made.
10. Final 20% of debt shall be disbursed post actual COD and completion & connection of
transmission Infrastructure, to the satisfaction of the Lender; This portion shall be disbursed
only post compliance of the following conditions:
a. Achieving COD as certified by LIE and/or Authority to the satisfaction of Lenders
b. The Project has all the necessary infrastructure in place (including but not limited to
SCADA, Protection devices in place) for stable operation as certified by LIE.
c. O&M Agreement has been executed or experienced O&M team has been established
(in case of self O&M) to the satisfaction of Lenders.
d. Due diligence report from the LIA on adequacy of all insurances for the time being
required under transaction documents (for the operational period) and that such
insurances are in full force and effect and endorsed in favour of Lender/ Security
Trustee as sole loss payee.
e. Security has been created and perfected as per Security Clause
11. Submission of certificate under section 281 (1) (ii) giving the status of up to date tax
demand along with copy of assessment order within 6 months from first disbursement.
12. Any deferred condition from earlier disbursements.
13. In case of reimbursement of additional Promoter Contribution by way of debt disbursement,
last 20% of debt shall be retained till perfection of security.

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 All the above terms are in addition to the conditions precedent to the 1st disbursement.
Bank, at its discretion, may ask for any or all of the above conditions at each disbursement.
35. Mandatory M1. The borrower should maintain adequate books of accounts, as per applicable accounting
Covenants practices and standards, which should correctly reflect its financial position and scale of
operations and should not radically change its accounting system without notice to the Bank.

M2. The borrower should submit to the Bank such financial statements as may be required by
the Bank from time to time in addition to the set of such statements to be furnished by the
borrower to the Bank as on the date of publication of the borrowers’ annual accounts.

M3. In case of default in repayment of the loan/advances or in the payment of the interest
thereon or any of the agreed instalments of the loan on due date(s) by the borrower, the Bank
and/or the RBI will have an unqualified right to disclose or publish the borrowers name or the
name of the borrower/unit and its directors/partners/proprietors as defaulters/wilful defaulters in
such manner and through such medium as the Bank or RBI in their absolute discretion may
think fit.

M4. The Bank will have the right to share credit information as deemed appropriate with Credit
Information Companies (CICs) or any other institution as approved by RBI from time to time.

M5. The borrower should not induct into its Board a person whose name appears in the willful
defaulters list of RBI/ CICs. In case such a person is already on the Board of the borrowing
company, it would take expeditious and effective steps for removal of that person from its
Board. Nominee directors are excluded for this purpose.

M6. In the event of default in repayment to our Bank or if cross default has occurred, the Bank
will have the right to appoint its nominee on the Board of Directors of the borrower to look after
its interests.

Cross default will be defined as:

(a) Default by the borrower to any other bank under Consortium/MBA
(b) Default by the borrowers associate/ sister concern/subsidiary to our Bank
Further, cross default would be deemed to have occurred only in case default to particular
lender(s) is not cured within 30 days.

Notwithstanding anything above, such indemnity shall not be applicable in case of any wilful
misconduct and gross negligence on part of the Lender/representative of the Lender.
36. Mandatory The Borrower(s) shall give 60 days prior notice to the Bank for undertaking any of the
Negative Covenants following activities to enable the Bank to take a view. If, in the opinion of the Bank, the move
contemplated by the borrower is not in the interest of the Bank, the Bank will have the right of
veto for the activity. Should the borrower still go ahead, despite the veto, the Bank shall have
the right to call up the facilities sanctioned.

MN1. Formulation of any scheme of amalgamation or reconstruction or merger or demerger.

MN2. Any New project or Scheme of expansion or Acquisition of fixed assets if such
investment results in breach of financial covenant(s) or diversion of working capital funds for
financing long-term assets.

MN3. Investment by way of share capital or Loan or Advance funds to or Place deposits with
any other concern (including group companies). Further, such investment should not result in
breach of financial covenants relating to TOL/Adj. TNW and Current Ratio agreed upon at the
time of sanction.

MN4. Entering into borrowing arrangement either secured or unsecured with any other bank,
financial institution, company or otherwise or accept deposits which increases indebtedness
beyond permitted limits, stipulated if any at the time of sanction.

MN5. Issuing any guarantee or Letter of Comfort in the nature of guarantee on behalf of any
other company (including group companies).

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 MN6. Declare dividends for any year except out of profits relating to that year after making all
due and necessary provisions and provided further that no default is subsisting in any repayment
obligations to the Bank.

MN7. Create any charge, lien or encumbrance over its undertaking or any part thereof in favour
of any financial institution, bank, company, firm or persons.

MN8. Sell, assign, mortgage or otherwise dispose of any of the fixed assets charged to the
Bank. However, fixed assets to the extent of 5% of Gross Block may be sold in any financial
year provided such sale does not dilute FACR below minimum stipulated level.

MN9.Entering into any contractual obligation of a long term nature (i.e. 2 years or more) or
which, in the reasonable assessment of the Bank, is an unrelated activity and is detrimental to
lenders interest.

MN10.Change the practice with regard to remuneration of directors by means of ordinary

remuneration or commission, scale of sitting fees etc. except where mandated by any legal or
regulatory provisions.

MN11.Any trading activity other than the sale of products arising out of its own manufacturing
operations.

MN12.Transfer of controlling interest or making any drastic change in the management set-up
including resignation of promoter directors (includes key managerial personnel).

MN13. Repay monies brought in by the promoters/directors/principal shareholders and their

friends and relatives by way of deposits/loans /advances. Further, the rate of interest, if any,
payable on such deposits/loans/advances should be lower than the rate of interest charged by the
Bank on its term loan and payment of such interest will be subject to regular repayment of
instalments to term loans granted/deferred payment guarantees executed by the Bank or other
repayment obligations, if any, due from the borrower to the Bank.

MN14. Opening of Current Account with another bank or a bank which is not a member of
consortium/MBA. For credit facility(ies) under sole banking arrangement, borrower shall
confine entire business with financing bank. Further, in respect of credit facilities under
consortium/MBA, the borrower agrees to offer to the Bank (on a right of first refusal basis) at
least pro rata business relating to remittances, non-fund based transactions including LCs/BGs,
bills/cheque purchase, Forex transactions and any interest rate or currency hedging business,
Merchant Banking, IPO/FPO, Capital market transactions, Cash Management Product, Vehicle
Loan etc.

MN15. Payment of commission to the guarantor(s) for guaranteeing the credit facilities
sanctioned by the Bank.

In case of default to bank or restructuring of loan, all "Mandatory Negative" covenants will
become "mandatory covenants".
37. Other Terms & The Borrower to ensure that:
Conditions
1. Any additional terms / modification in terms required as per changes in statutory /
regulatory / policy guidelines would be acceptable to the Borrower.
2. Lenders reserve the right to review the cost of the project and means of finance anytime
during construction period of the project and stipulate relevant conditions, as deemed
necessary.
3. The Lenders shall have the right to appoint other consultants in case there is cost/time
over run. The expenses related to such appointments shall be borne by the Borrower.
4. Lenders shall have 1st charge on CER Credits and related revenues, if any, that accrues to
the project company.
5. To retain ownership and control by the Promoter of at least 51% of the equity shares of
the Borrower throughout the tenor of the loan.

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6. In case of modification in the Power Purchase Agreement (including renegotiation of
tariff), which will have an impact on revenue / output of the project, Borrower should
proportionately prepay the debt outstanding, from sources other than cash from the
Project, such that Base Case DSCR is maintained.
7. In case of termination of the PPA, the borrower shall make the alternative arrangements
for the power off-take within 60 days subject to the satisfaction of the Lenders. In case
Company is unable to make alternative arrangement in 60 days, it will constitute an Event
of Default.
8. In case of reduction in project capacity due to any reason, project debt will be reduced
proportionately.
9. In the event the FACR falls below 1.25, the Bank has the unconditional and absolute right
to demand such additional security to restore the FACR to 1.25.
10. Any contingent liability/ corporate guarantee on the books of the Borrower shall not
exceed the total net worth of the Borrower at any point of time during the currency of the
loan. In case such liability / guarantee provide by the borrower during its normal course of
business is higher than the TNW, borrower to confirm that there is no negative impact on
TNW of the borrowing company.
11. Monthly invoices drawn on the power purchaser should clearly direct that the payment
should be made directly to Escrow /TRA account with BANK. Failure to route the
payment directly on any two instances will be an Event of Default.
12. The Borrower shall furnish to the Lender such information and data as may be required by
Lender to ensure that the physical progress as well as the expenditure incurred is
reasonable and in line with schedule.
13. The Borrower shall agree that the Lenders shall have the right to stipulate any additional
condition, as considered necessary, upon occurrence of any event, which may have any
material adverse impact on the projection.
14. Make satisfactory arrangements for tie-up of the required working capital facilities, if
required, prior to the start of commercial operations;
15. Ensure that technical, financial and executive personnel of proper qualification and
experience for the key posts are engaged and ensure that the organization set up is
adequate enough for smooth implementation and operation of the Project.
16. The Borrower has to make necessary provision out of cash flow for replacement of
inverters as required in future before withdrawal of funds out of distribution account and
any shortfall to be met by borrower.
17. Agree to constitute a competent Committee of Directors/Senior Executives for the purpose
of supervising and monitoring the progress of implementation of the project. The
committee shall be responsible for the management of the project during construction
period and monitoring implementation of the project and the Lenders shall have the rights
to seek appropriate information from this committee.
18. Shall agree that the Board of Directors or a Committee of Directors of the Borrower shall
be responsible for audit and corporate governance related matters for close monitoring of
the Borrowers operations.
19. Furnish to the Lenders every year a copy of audited annual accounts of the Borrower,
Promoter and Corporate Guarantor immediately on finalization of the same but in any
case not later than 180 days from the end of each relevant accounting period.
20. Permit the Lenders and their authorized officers/agents or employees to carry out
technical, financial and legal inspections of the assets created out of the Facility and to
visit any facilities included in the Project and to examine any plants, installations, sites,
works, buildings, properties, equipment, records and documents relevant to the
performance of the obligations of Borrower under the Facility agreement. Any such
representative of the Lenders shall have access to Borrowers properties upon suitable prior
notice and shall receive full cooperation and assistance from the employees of Borrower
provided no material disturbance will be caused to the business and operations of
Borrower.
21. Fully insure the Borrowers assets, offered as security for the Facility, against fire and all
such other risks as may be required by the Lenders/ LIA and the policies retained by the
Borrower throughout the tenure of facility. A copy of this policy should be submitted to
the Lenders. A list of the current insurance policies should be submitted to the Lenders
detailing therein the names and addresses of the insurer, brief particulars of goods
covered, type of cover, amount of cover and date of expiry of each policy. Insurance

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 policies should contain the Lenders Security Stipulation and names of the
Lenders/Security Trustee as loss payees.
22. The Company will be required to obtain an external credit rating for the facility from an
agency recognized by the Lender(s) at company’s cost and submit the same before
30.04.2020. The Facility should receive a minimum rating of BBB-, failing which Lenders
will have a right to increase pricing or modify other terms of sanction.
23. At the end of each Financial Year, if so required by the Lenders, submit a declaration to
the effect that the shareholding of the Promoters as envisaged in the Financing Plan is
maintained and shall submit a certificate from its Chartered accountant certifying that
shares continue to be held in the name of the Promoter.
24. The Borrower shall agree that during the currency of Facility, contribution by the
Promoters towards Project Equity shall not be withdrawn without the approval of the
Lender.
25. The Borrower should submit audited financial statements of the Borrower/Promoters
annually to the Lenders.
26. The lenders reserve the right to call for information in respect of financial transactions of
Promoter and EPC Contractor, if required as relevant to the project.
27. Company shall on best effort basis try to ensure that the Payment Security Mechanism
should be adhered to as per the prevailing guidelines.
28. The Borrower shall ensure that Assignment clause mentioned in PPA should be adhered to
as per the prevailing guidelines. Any change in above terms in PPA, Lenders prior
approval is to be obtained.
29. Any O&M expenses over and above the estimated expenditure indicated in the base case
financial model (Annual expense of Rs. 4.80 lakhs/MW with 4% annual escalation) shall
be met by the Borrower without recourse to the Project assets and from sources other than
cash from the Project, or through Restricted Payments.
30. Security would be created in favour of a Security Trustee appointed by Lender at the cost
of the Borrower. All costs, charges and out of pocket expenses in connection with
perfection of any security document shall be borne by the Borrower. All costs, charges
and out of pocket expenses in connection with perfection of any security document
including any fees and charges towards appointment of Security Trustee during the entire
tenor of the facility, including but not limited to any out of pocket expenses, shall be
borne by the Borrower.
31. In case of default in repayment of the principal amount or payment of interest or any other
dues on due dates, the Lenders / RBI / CIBIL shall have right to disclose details of the
default and/or other information and the name of the Borrower and of its directors, as
defaulters as required under the RBI/Lenders policies.
32. O&M Agreement should be executed or O&M Team to be established (in case of O&M
done by SPV) before COD.
33. The Lenders acting through the Lead bank will have the right to examine the books of
accounts of the Borrower and to have the Project site inspected from time to time by
officers of the Lenders and/or outside consultants. Reasonable expenses incurred by the
Lender(s) in this regard will be borne by the Borrower.
34. Create and maintain a Debt Service Reserve Account (DSRA), as per the sanction terms.
35. The amounts accumulated in the DSRA shall not be used for any purpose other than for
servicing the debt. The amount in the DSRA would be utilized only in case of a shortfall
in cash flows for meeting debt service requirements from time to time. No dividends /
interest on sub-ordinated debt / any recovery of cost by Promoter/Sponsor on the funds
infused by it in the Borrower for the Project shall be permitted until the DSRA is topped
up.
36. Maintain adequate books of accounts which should correctly reflect its financial position
and scale of operations and should not change radically its accounting system without
prior notice to the Lenders.
37. Ensure that at no time shall it have Directors, on its board whose names appear in Reserve
Bank of India (RBI) defaulters list/ Credit Information Bureau of India Ltd. (CIBIL) List,
or remove such Directors from the Board or comply with any other similar requirements
from time to time.
38. Lenders shall have the right but not an obligation to down sell their loans to any other
bank/financial institution operating in India, without cost/obligation to borrower, except
documentation and security creation expense, if any.

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39. The Borrower shall undertake that in the event the Borrower assumes foreign exchange
risk, the client shall submit information on unhedged foreign currency exposure on a
quarterly basis to the Bank in terms of RBI guidelines on Capital and Provisioning
Requirements for Exposures to entities with Unhedged Foreign Currency Exposure or any
other guidelines in force from time to time. Further, the Borrower also to undertake
submission of unhedged foreign currency exposure certified by statutory auditor at least
on an annual basis. Failure to submit such information would attract penal interest (as
prescribed in the sanction letter) on the entire credit exposure assumed by the Bank on the
Borrower.
40. The Borrower shall submit to the Bank, requisite certificates pertaining to Unhedged
Foreign Currency Exposure and EBID related documents at periodic intervals as agreed
by Lenders under the extant RBI guidelines and borrower shall be liable to pay the cost of
any loss to bank on account of such unhedged foreign currency exposure in terms of RBI
Guidelines.
41. Any payment received by the Borrower on account of reduction in scope of Project, has to
be mandatorily deposited in Escrow Account maintained with Escrow Bank and shall be
compulsorily used to reduce Debt and Equity on pro-rata basis.
42. The Bank has the right to appoint, remove and replace upon the occurrence and the
continuance of an Event of Default, a non-executive director on the board of directors of
the Borrower (such director is referred to as the Nominee Director) or observer (the
Observer) nominated or appointed by the Bank, and the Borrower shall at the request of
the Bank take all corporate action to effectuate such right (including, without limitation,
amending the Borrowers articles of association).
43. Maintain and comply with all relevant laws, consents and authorizations.
44. Maintain and comply with all applicable environmental norms and regulations during the
tenor of the Loans;
45. The Borrower shall indemnify the Bank against all losses, costs, damages expenses
whatsoever that the Bank may incur or sustain by reason of any fraud detected in or in
respect of any loan or any other financial assistance granted or to be granted to a group
company or group establishment of the Borrower or in respect of any security offered or
documents executed in respect of such loan or other financial assistance. For the purpose
of this clause, Group Company or group establishment means a subsidiary company or
holding company or associate company or a joint venture or any other similar
establishment in which the Borrower is having control, influence or substantial interest.
Notwithstanding anything above, such indemnity shall not be applicable in case of any
wilful misconduct and gross negligence on part of the Lender/representative of the
Lender.
46. Valuation of Project Land shall be obtained from two bank's empanelled valuers before
perfection of security.
47. Borrower to submit Unhedged Foreign Currency Exposure (UFCE) certificate duly
certified by Director / Authorized Signatory.
48. Borrower to submit quarterly declarations duly certified by Director(s) with respect to:
i. Not having any Bank account except Lender/Consortium,
ii. Having not made any investments in Stock markets, Mutual funds, NBFCs,
Associates companies, subsidiaries, real estate etc
iii. No default or event of default has occurred during the period.
iv. Details of Banking Arrangements of Promoter / Sponsors.
49. Borrower to submit half yearly due diligence report as per format prescribed by RBI duly
certified by Company Secretary.
50. Any unsecured loans brought in by Promoter/ Sponsor/ associate Companies shall always
be subordinate to Lenders Facilities.
51. All related party transactions shall be certified/vetted by CA/LIE for genuineness and
reasonability of amount
52. Lenders shall have the right to recover any Fee which is applicable as per Banks extant
guidelines, on expiry of due date for the same
53. The Borrower agrees to offer to the Lenders, on a best effort basis, business relating to
remittances, bills / cheque purchase, salary accounts, non-fund based transactions
including LCs and BGs, forex transactions and any interest rate or currency hedging
business contemplated in the Group.
54. Borrower to maintain Base Case financials by improving Debt: Equity ratio:

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 • In case of decrease in approved tariff by DISCOM, due to delay in commissioning.
• In case of downsizing of capacity leading to decrease in approved tariff.

The Bank will have the right to convert the debt into equity, upon the occurrence and the
continuance of an Event of Default, at a mutually acceptable formula.
38. Mandatory The Borrower shall make mandatory prepayments on a pro-rata basis to the Lender (subject to
Prepayment regulatory approvals, if any) of amounts received as:

a. Any Liquidated Damages paid under any of the Project Documents to the extent not
applied to pay penalties or to pay for completion of work contemplated by such Project
Documents;
b. Any insurance proceeds to the extent not applied to repair, renovate, restore or re-instate
the Project assets;
c. The proceeds of any Termination Payments/ buy-out payments received under the
Transaction Documents;
d. The proceeds resulting from the expropriation or other takeover event by any Government
Authority of assets of the Borrower;
e. The proceeds resulting from an arbitral or judicial award in connection with any of the
Project Documents in relation to claims lodged post first disbursement;

If the pre-payment is effected at the instance of Lenders, there will be no prepayment premium
for Mandatory Prepayment. Any prepayment made under the Facility shall be applied in the
inverse order of maturity under the Facility under the relevant repayment schedule, unless
mentioned otherwise.
39. Events of Default The Lenders reserve the right to call up the Facility, impose any other terms and conditions
upon the happening of, inter-alia, the following Events of Default (each an Event of Default)
subject to cure periods (if any) including but not limited to:
1. Any instalment of principal amount of or interest on the Facility remaining unpaid beyond
their respective due dates;
2. Any other amounts payable under financing documents remaining unpaid beyond their
respective due dates;
3. Material Non-compliance/Event of default with any provisions/ Material breach/Event of
default of obligations of the Borrower under the financing documents and Project
Agreements;
4. Non-payment/Cross default of Borrower, breach of obligations by the Borrower and
Promoter, under the Finance Agreements and Project Agreements that have Material
Adverse effect on the project;
5. Breach of other obligations or default in performance or observance of financial covenants
under Financing Documents;
6. Material Misrepresentations of any nature.
7. Deterioration in the loan accounts in any manner whatsoever having material adverse
impact on the Borrowers capacity to repay the loan.
8. Termination of any Financing Documents ;
9. Revocation of material authorization, license or consent;
10. Non-maintenance or avoidance of material insurance;
11. Security ceasing to be effective;
12. Occurrence of any event or circumstance which is prejudicial to or imperils or depreciates
the security given to the Lenders or impact the viability of the Project.
13. Failure to obtain any statutory clearances as and when required for the implementation
and operation of the project;
14. Insolvency events effecting the Borrower;
15. Abandonment of the project; The Borrower ceasing or threatening to cease to carry on its
business.
16. Nationalization of the borrower or the Project;
17. Breach of Obligations/Undertakings of Representation & Warranties by Promoter or
Borrower, as the case may be.
18. Material Adverse Change
19. Execution or distress being enforced or levied against whole or any part of Borrower's
property and any order relating thereto is not discharged or stayed.
20. A receiver being appointed in respect of the whole or any part of the property of the

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 Borrower and such appointment is not stayed, quashed or dismissed within a period of 30
days;
21. Borrower committing breach of any applicable law of the land which may lead to an event
of default.
22. Change in management control without consent of lender.

On occurrence (and continuance beyond stipulated cure period), of an Event of Default, Lenders
are entitled to accelerate the Facilities, demand immediate repayment of outstanding amount of
the Facilities subject to such cure periods as agreed, appoint nominee director, and have other
customary recourse for recovery of dues. Cure Period for Non-Financial EoD shall be 30 days
except point 14 where cure period shall be 7 days. The above list is indicative only and final list
shall be detailed in the documentation with lender.

For the above purpose Material Adverse Effect means the consequence of any event or
circumstance which in the sole opinion of the Lender(s) is or is likely to be: (i) adverse to the
ability of the Borrower, Promoter or Sponsors to perform or comply with its obligations under
Financing Documents and/or the other Transaction Document; or (ii) prejudicial to the
businesses, operations or financial condition, properties, assets or prospects of the Borrower,
Promoter or Sponsors.
40. Potential Event Means an event or circumstance which, with the giving of notice, lapse of time, determination
of Default of materiality or fulfillment of any other applicable condition (or any combination of any of the
foregoing), would constitute an Event of Default.
41. Consequences of Upon the occurrence of an Event of Default and after providing cure period as specified under
Event of Default Events of Default, the Lenders may, after giving a notice, in addition to other remedies available
to them, exercise remedies including, but not limited to the following:

1. Suspension and termination of all undrawn commitments under the Credit Facility;
2. Declare all amounts under the Credit Facility immediately due and payable;
3. Carry out technical, legal or financial inspection in respect of the Project, Project
facilities, site, building and books of account with the assistance of their representative,
at the Borrowers cost;
4. Enforce security, including transfer of the Project to a new operator;
5. Draw on any margins available and balances in any other accounts including accounts of
the Borrower within the Project Accounts under lien to the Lenders;
6. Appoint one Nominee Director on behalf of lenders;
7. Call on the Borrower to put the Lenders in funds towards all outstanding non-fund based
instruments issued for the Project;
8. Call on undrawn and unsubscribed portion of Promoter contribution from the
Promoter/Sponsor ; and
9. Cause the Promoter/Sponsor to accelerate the Promoter/Sponsor contribution.
10. Exercise such other remedies as permitted under applicable law.
11. Lenders shall have an unqualified right to disclose the name of the Company and its
Directors to the Reserve Bank of India (RBI) and Credit Information Bureau India
Limited (CIBIL). The Company shall give its consent to lender and / or RBI to publish
its name and the name of its Directors as defaulters in such manner and through such
medium as lender in its absolute discretion may deem fit.
12. Increase pricing
13. Accelerate loan repayment through mandatory cash sweep i.e. use any surplus cash
available after meeting operating expenses, interest and principal payments under
BANKs term loan for prepayment of BANKs term loan.
14. Restrict the Company to take out any cash out of the Company in any form (including
dividend payout, investments, share buy-back, loans, advances or any other form).
42. Cancellation of The Lenders have a right to unconditionally cancel the Facility in case, in the view of Lenders,:
Facility a. facilities /parts of the facilities are not utilized by the Borrower within the Availability
Period, and/or
b. deterioration in the Loan accounts in any manner whatsoever and/or
c. Non-compliance of material terms and conditions of sanction.
43. Permitted • Rupee denominated short term debt instruments or certificates of deposit or instruments
Investments rated at least AAA/A1+ by a reputed Rating Agency
• Government of India securities,

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 • Debt oriented mutual funds having a minimum rating of AAA and floated by reputed fund
houses,
• Treasury bills;
• Fixed deposits in any of the Project Lender, which is a Scheduled Commercial bank, or
• Any other investments permitted by the Lender in accordance with the provisions of the
Trust and Retention Account Agreement.
44. Restricted Restricted Payments means all dividends, and other distribution of the Borrower (in cash,
Payments property or obligations) or other payments or distributions on account of the purchase,
redemption, retirement or other acquisition of any share capital of the Borrower or any warrants
or options thereof or any payment by the Borrower of interest, principal or other sum in relation
to any unsecured loans from the Promoter/ Sponsor or Group entities or any management fees
to Promoter/ Sponsor/ Group entities or giving loans in any form to Promoter/ Sponsor/ Group
entities. (excluding refund of funds infused by the Promoter/ Sponsor for debt servicing in case
of temporary cash flow mismatch).

The Borrower may use the proceeds from the distribution sub account for any other purpose
also over and above Restricted Payments after satisfaction of restricted payment conditions.

Any Restricted Payments shall be made yearly only after compliance by the Borrower with the
following conditions (Restricted Payment Conditions), unless permitted by the Lenders:
• Repayment of the Facility has started
• Availability of cash for distribution after meeting all outflows as specified in escrow/TRA
Mechanism;
• There being no Event of Default / potential Event of default which has occurred under this
Total Facility.
• No breach of Financial Covenants for the relevant period or any other material terms and
conditions governing the Facility.
• All reserves including DSRA are funded adequately. If DSRA is funded through Bank
Guarantee, no cash is required to be maintained. In case DSRA is by way of Bank
Guarantee, same should the valid.
• Cash Sweep, if any, has been exercised
45. Environment The Borrower shall, at all times during the currency of the assistance, comply with the
Related Covenants environmental, health, safety and social (EHSS) requirements specified below:
a. Ensure compliance with provisions of all applicable legislation, and clearances issued
there under, and maintenance of documents to be able to demonstrate compliance with the
same.
b. Ensure compliance with all conditions stipulated in the State and Central environmental
clearances obtained, if applicable, by the Promoters for the Project.
c. Provide the requisite information and provide access to lenders or a consultant appointed
by lenders to carry out a periodic Environment & Social Monitoring and Review (ESMR)
of the Project. The fees of such consultant shall be borne by the Borrower.
d. Forward copies of any relevant Internal or consultants reports or annual/ other periodical
reports on the environmental and social status and performance of the operations.
e. Ensure compliance with specified recommendations made by consultants as per ESMR.
46. Documentation In addition to the terms and conditions contained in this Term Sheet, the final documentation
will contain other customary clauses such as Financial covenants, Representation & Warranties
from the Borrower, Conditions Precedent to the effectiveness of the loan and Condition
Precedent to each disbursement, Affirmative Covenants by Borrower, Negative Covenants,
Additional Covenants, Information Covenants, Events of Defaults by the Borrower and the
Consequences of the Event of Default, Cross Defaults, RBI disclosure norms, as applicable etc.
47. Assignment and The Lender shall have a right to freely sell down / syndicate / novate and / or assign, its entire or
Transfer portion of assistance any time during the tenor of the loan at its sole discretion with prior
intimation to the Borrower to other banks / financial institutions Upon a transfer by novation
etc., the transferee shall become a Lender for all purposes of the Facility and the Facility shall
be reduced to the extent of participation by other Lender(s). The Borrower must cooperate in
providing required information and executing appropriate documentation in this regard.
48. Governing Law
The facility agreement shall be governed by laws in Delhi only.
and Jurisdiction

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 Appendix 1
Repayment Schedule (For entire 18 year tenor)

[●]

Appendix 2

CCPS/RPS Broad Terms:

1. The Borrower Company shall not issue any equity instrument including CCPS/RPS (except those
required for infusion of Promoter Contribution) without the prior consent of Lenders.
2. CCPS and RPS shall be unsecure and subordinate to Term Loan Lenders at all times.
3. The CCPS/RPS shall not be repaid/redeemed during the tenor of the Term Loan.
4. Voting Rights of pledged Shares to Lenders shall be at least 51% at all times.

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