Varanasi Aurangabad Nh 2 Tollway Private Limited

1

Movable Asset

the mortgages, charges and assignments on the assets stated in above Article 4.1A (a) to (g) created/ to be created by the Borrower in favour of Subordinate Lender as security for Subordinate Facility shall rank second and subservient to the mortgages, charges and assignments on the assets stated above created/ to be created by the Borrower in favour of the Senior Lenders as security for the Senior Facility.

2

Movable Asset

First mortgage and charge on all the Borrower s immovable properties if any both present and future save and except the Project Assets

3

Movable Asset

Provided further that, the mortgages, charges and assignments as above in favour of the Subordinate Lenders shall be created to the extent permitted under the Concession Agreement.

4

Movable Asset

First charge / assignment on all intangible assets of the Borrower including but not limited to goodwill, both present and future, of the Borrower in favour of the Senior Lenders, save and except assets forming part of the Project Assets as defined in the Concession Agreement.

5

Movable Asset

All the Receivables proceeds and revenues shall be collected by the Borrower and deposited in the Escrow Account and shall be utilized in the manner provided in the Escrow Agreement subject to in accordance with the waterfall of priorities prescribed under the Article 4 of the Escrow Agreement and Article 31 of the Concession Agreement.

6

Movable Asset

In the event there are more than one Debenture Holder the principal amount of the Debentures and all other monies hereby secured shall as between the Debenture Holders interse rank paripassu without any preference or priority whatsoever amongst the NCD Holder as well as amongst the other Senior Lenders on account of date of issue or allotment or otherwise.

7

Movable Asset

Provided that any realisation thereof shall be credited to the Escrow Account and the aforesaid charge shall be limited to the extent permissible under the waterfall of the priorities as per Article 31 of the Concession Agreement and Article 4 of the Escrow Agreement.

8

Movable Asset

First charge on uncalled capital of the Borrower provided such charge shall be limited for ensuring that the Borrower calls the balance uncalled capital and makes the shares fully paid up subject however to Article 5.3 and Article 7.1(k) of the Concession Agreement

9

Movable Asset

Right over the insurance proceeds when depositedInto the Escrow Account and the same shall be utilized in the manner provided in the Escrow Agreement. The Escrow Bank shall be named designated as loss payee

10

Movable Asset

First charge on the Borrower s bank accounts including without limitation the Escrow Account Provided that the charge as aforesaid shall be limited to the extent permissible under the waterfall of the priorities as per Article 31 of the Concession agreement and Article 4 of the Escrow Agreement

11

Movable Asset

Pledge of the shares held by Shareholders in the issued and paid up equity share capital of the Borrower to the satisfaction of the Senior Lenders equivalent to 51 fifty one percent of the shares upto the Final Settlement Date Provided that the charge at (f) above, shall be subject to the provisions contained in Articles 5.3 and 7.1(k) of the Concession Agreement and the prior written consent of NHAI

12

Movable Asset

First charge on all the Borrower s tangible moveable assets including moveable plant and machinery machinery spares tools and accessories furniture fixtures vehicles all other movable assets and current non current assets, both present and future, save and except the Project Assets

13

Movable Asset

The Borrower shall ensure that the Security contemplated in (a) to (g) (save and except the Additional Security) above shall be fully and completely perfected to the satisfaction of the Debenture Holders, on or before the Deemed Date of Allotment. Failure on the part of the Borrower in this regard shall constitute an Event of Default for the purposes of the Debenture Documents and the Finance Documents.

14

Movable Asset

First charge assignment on the rights and undertakings both present and future of the Borrower under the Project Documents provided that such charge by way of assignment shall be limited to and shall arise only in the event of the substitution under the Substitution Agreement and to the extent provided under the Substitution Agreement

15

Movable Asset

Corporate guarantee of the Guarantors ie Soma Enterprise Limited Soma Tollways Private Limited and Indus Concessions India Private Limited hereinafter collectively referred to as the Security

16

Movable Asset

Provided that the aforesaid mortgages charges and assignments shall in all respects rank pari passu interse amongst the Senior Lenders including the NCD Holder without any preference or priority to one over the other or others and