Common use of Conditions Precedent to Issuance Clause in Contracts

Conditions Precedent to Issuance. (A) The Issuer shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following on or prior to the date of execution of the Deed: (i) a certified true copy of the up-to-date memorandum and articles of association of the Issuer and the other Obligors (except the Promoter), amended, if required, to give effect to the provisions of the Debenture Documents, certificate of incorporation and certificate of commencement of business, if any, of the Issuer and the other Obligors; (ii) a certified true copy of resolution of the board of directors of the Issuer accepting the terms of the Debentures and approving the issuance of the Debentures (iii) a certified true copy of resolution of the board of directors of each Obligor (i) approving the terms of, and the transactions contemplated by, the Debenture Documents (including creation and perfection of Security) and the execution, delivery and performance of the Debenture Documents (ii) authorizing the affixation of the common seal on such Debenture Documents as may be required, and (iii) authorizing specified person or persons to sign, execute and deliver each such Debenture Document and any documents to be delivered by it pursuant thereto; (iv) certified true copy of the shareholders resolutions of each Obligor which is a corporate entity (other than the Promoter)(including the resolutions required by the Issuer under Sections 42, 180(1)(a) and 180(1)(c) of the Companies Act, 2013, if applicable, and resolutions required by the other such Obligors under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable) authorising them to enter into and perform their obligations under the Debenture Documents; (v) a certificate from an independent chartered accountant confirming, inter alia, that the issuance of Debentures shall not cause any borrowing limits that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vi) a certificate of the company secretary/Authorized Officer of the Issuer certifying that the Issuer has the necessary powers under the constitutional documents to issue the Debentures, create the Security and enter into the Debenture Documents and that issuance of the Debentures and the creation of the Security under and pursuant to the Debenture Documents would not cause any limit (including any borrowing limit) that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vii) separate certificates of the independent chartered accountant and company secretary/director of each Obligor which is a corporate entity (other than the Issuer and the Promoter) certifying that such Obligor has the necessary powers and authorization under its constitutional documents to enter into the Debenture Documents, to which it is a party, and to perform its obligations under the Debenture Documents, to which it is a party (including under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable); (viii) a specimen of the signature of each person authorized by the resolutions referred to above, verified and attested in a manner acceptable to the Debenture Trustee; (ix) a certificate from the Issuer, certifying that: (a) the borrowing by issuance of the Debentures would not cause any borrowing limit binding on it to be exceeded; (b) the Company, in its meetings of shareholders, has not imposed any restrictions on the Board for issue and allotment of the Debentures; (c) no Default is continuing or would result as a consequence of performance of any of its obligations under the Debenture Documents and that all the Warranties are true and correct, and that no Material Adverse Effect has occurred and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect on the Issuer; (d) the appointment of Debenture Trustee is in compliance with the conditions and requirements prescribed under Applicable Laws, including Section 71 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. (x) a certified true copy of the consent letter from the Debenture Trustee whereby the Debenture Trustee shall have agreed to act for the benefit of the Debenture Holders; (xi) a certified true copy of the in-principle approval from BSE for listing of the Debentures; (xii) a letter from Registrar conveying the consent to act as registrar to the issue of the Debentures; (xiii) Receipt of the credit rating letter and rationale from both CRISIL and India Ratings and Research Private Limited (xiv) conditional no-objection certificate from the Existing Lenders for refinancing the Existing Facility through Debentures and creation of Security; (xv) the legal opinion confirming capacity of the Issuer to enter into this Deed and the enforceability of the Deed and the Debenture Documents executed, to its satisfaction from the transaction legal counsel; (xvi) confirmation from the transaction legal counsel on the compliance of the conditions precedent to disbursement; (xvii) a certified true copy of the audited financial statements of the Issuer for the Fiscal year ending March 31, 2021; (xviii) certificate from an independent chartered accountant confirming that there are no income tax dues or liabilities of the Issuer, no proceedings have been initiated or are pending against the Issuer under the Income Tax Act, 1961, no notice has been served on the Issuer in terms of Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no claims have been received in respect of any tax or any other sum payable by the Issuer as a result of completion of any proceedings under the Income Tax Act, 1961; (xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the PPA is being received by the Issuer; (xx) disclosure certificate from a key managerial person of the Company disclosing details of the Legal Proceedings pending or threatened against the Issuer, if any, and contingent liability of the Issuer. (B) The Issuer shall have issued the private placement offer letter (PAS-4). (C) The Issuer shall have duly executed, and caused to have duly executed, all the Debenture Documents required to have been executed on or prior to the Deemed Date of Allotment, as per the terms of this Deed. The Issuer shall have provided these Debenture Documents to the Debenture Trustee; (D) The Issuer shall complete all formalities required for the issuance of the Debentures including obtaining ISIN (International Securities Identification Number) in respect of the Debentures in dematerialized form.

Conditions Precedent to Issuance. (A) The Issuer shall have submitted to the Debenture Trustee, in a form and manner satisfactory to the Debenture Trustee, the following on or prior to the date of execution of the Deed: (i) a certified true copy of the up-to-date memorandum and articles of association of the Issuer and the other Obligors (except the Promoter), amended, if required, to give effect to the provisions of the Debenture Documents, certificate of incorporation and certificate of commencement of business, if any, of the Issuer and the other Obligors; (ii) a certified true copy of resolution of the board of directors of the Issuer accepting the terms of the Debentures and approving the issuance of the Debentures (iii) a certified true copy of resolution of the board of directors of each Obligor (i) approving the terms of, and the transactions contemplated by, the Debenture Documents (including creation and perfection of Security) and the execution, delivery and performance of the Debenture Documents (ii) authorizing the affixation of the common seal on such Debenture Documents as may be required, and (iii) authorizing specified person or persons to sign, execute and deliver each such Debenture Document and any documents to be delivered by it pursuant thereto; (iv) certified true copy of the shareholders resolutions of each Obligor which is a corporate entity (other than the Promoter)(including the resolutions required by the Issuer under Sections 42, 180(1)(a) and 180(1)(c) of the Companies Act, 2013, if applicable, and resolutions required by the other such Obligors under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable) authorising them to enter into and perform their obligations under the Debenture Documents; (v) a certificate from an independent chartered accountant confirming, inter alia, that the issuance of Debentures shall not cause any borrowing limits that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vi) a certificate of the company secretary/Authorized Officer of the Issuer certifying that the Issuer has the necessary powers under the constitutional documents to issue the Debentures, create the Security and enter into the Debenture Documents and that issuance of the Debentures and the creation of the Security under and pursuant to the Debenture Documents would not cause any limit (including any borrowing limit) that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vii) separate certificates of the independent chartered accountant and company secretary/director of each Obligor which is a corporate entity (other than the Issuer and the Promoter) certifying that such Obligor has the necessary powers and authorization under its constitutional documents to enter into the Debenture Documents, to which it is a party, and to perform its obligations under the Debenture Documents, to which it is a party (including under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable); (viii) a specimen of the signature of each person authorized by the resolutions referred to above, verified and attested in a manner acceptable to the Debenture Trustee; (ix) a certificate from the Issuer, certifying that: (a) the borrowing by issuance of the Debentures would not cause any borrowing limit binding on it to be exceeded; (b) the Company, in its meetings of shareholders, has not imposed any restrictions on the Board for issue and allotment of the Debentures; (c) no Default is continuing or would result as a consequence of performance of any of its obligations under the Debenture Documents and that all the Warranties are true and correct, and that no Material Adverse Effect has occurred and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect on the Issuer; (d) the appointment of Debenture Trustee is in compliance with the conditions and requirements prescribed under Applicable Laws, including Section 71 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. (x) a certified true copy of the consent letter from the Debenture Trustee whereby the Debenture Trustee shall have agreed to act for the benefit of the Debenture Holders; (xi) a certified true copy of the in-principle approval from BSE for listing of the Debentures; (xii) a letter from Registrar conveying the consent to act as registrar to the issue of the Debentures; (xiii) Receipt of the credit rating letter and rationale from both CRISIL and India Ratings and Research Private Limited (xiv) conditional no-objection certificate from the Existing Lenders for refinancing the Existing Facility through Debentures and creation of Security; (xv) the legal opinion confirming capacity of the Issuer to enter into this Deed and the enforceability of the Deed and the Debenture Documents executed, to its satisfaction from the transaction legal counsel; (xvi) confirmation from the transaction legal counsel on the compliance of the conditions precedent to disbursement; (xvii) a certified true copy of the audited financial statements of the Issuer for the Fiscal year ending March 31, 2021; (xviii) certificate from an independent chartered accountant confirming that there are no income tax dues or liabilities of the Issuer, no proceedings have been initiated or are pending against the Issuer under the Income Tax Act, 1961, no notice has been served on the Issuer in terms of Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no claims have been received in respect of any tax or any other sum payable by the Issuer as a result of completion of any proceedings under the Income Tax Act, 1961; (xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the PPA PPAs is being received by the Issuer; (xx) disclosure certificate from a key managerial person of the Company disclosing details of the Legal Proceedings pending or threatened against the Issuer, if any, and contingent liability of the Issuer. (B) The Issuer shall have issued the private placement offer letter (PAS-4). (C) The Issuer shall have duly executed, and caused to have duly executed, all the Debenture Documents required to have been executed on or prior to the Deemed Date of Allotment, as per the terms of this Deed. The Issuer shall have provided these Debenture Documents to the Debenture Trustee; (D) The Issuer shall complete all formalities required for the issuance of the Debentures including obtaining ISIN (International Securities Identification Number) in respect of the Debentures in dematerialized form.

Conditions Precedent to Issuance. of the Letter of Credit. (Aa) The Issuer Bank shall have submitted to received on or before the Debenture TrusteeDate of Issuance the following, each dated such date, in a form and manner substance satisfactory to the Debenture Trustee, the following on or prior to the date of execution of the DeedBank: (i) a certified true copy copies of the up-to-date memorandum and articles of association of the Issuer and the other Obligors (except the Promoter), amended, if required, to give effect to the provisions of the Debenture Documents, certificate of incorporation and certificate code of commencement of business, if anyregulations, of the Issuer and Company as in effect on the other ObligorsDate of Issuance; (ii) a certified true copy of resolution the action by of the board of directors of the Issuer accepting the terms of the Debentures and approving the issuance of the Debentures (iii) a certified true copy of resolution of the board of directors of each Obligor (i) approving the terms of, and the transactions contemplated by, the Debenture Documents (including creation and perfection of Security) and Company authorizing the execution, delivery and performance of this Agreement and the Debenture Related Documents (ii) authorizing certified by the affixation Secretary or an Assistant Secretary of the common seal Company (which certificate shall state that such resolutions are in full force and effect on such Debenture Documents as may be required, the Date of Issuance) accompanied by an incumbency certificate certifying the incumbency and signatures of the officers signing this Agreement and all related documents to which the Company is a party on behalf of the Company; (iii) authorizing specified person or persons a favorable opinion of Patricia Pribisko, General Counsel to signthe Company, execute in form and deliver each ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ctory to the Bank, and as to such Debenture Document and any documents to be delivered by it pursuant theretomatters as the bank may reasonably request; (iv) certified true copy a favorable opinion of Messrs. Arter & Hadden, bond counsel, as to such matters as the shareholders resolutions of each Obligor which is a corporate entity (other than the Promoter)(including the resolutions required by the Issuer under Sections 42, 180(1)(a) and 180(1)(c) of the Companies Act, 2013, if applicable, and resolutions required by the other such Obligors under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable) authorising them to enter into and perform their obligations under the Debenture DocumentsBank ma▇ ▇▇▇son▇▇▇▇ ▇equest; (v) a certificate from an independent chartered accountant confirming, inter alia, that the issuance of Debentures shall not cause any borrowing limits that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceededspecimen Bond; (vi) a certificate an executed copy of the company secretary/Authorized Officer of the Issuer certifying that the Issuer has the necessary powers under the constitutional documents to issue the Debentures, create the Security and enter into the Debenture Documents and that issuance of the Debentures and the creation of the Security under and pursuant to the Debenture Documents would not cause any limit (including any borrowing limit) that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceededthis Agreement; (vii) separate certificates true and correct copies of each of the independent chartered accountant and company secretary/director of each Obligor which is a corporate entity (other than the Issuer and the Promoter) certifying that such Obligor has the necessary powers and authorization under its constitutional documents to enter into the Debenture Related Documents, to which it is a party, and to perform its obligations under the Debenture Documents, to which it is a party (including under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable); (viii) a specimen of the signature true and correct copies of each person authorized by Governmental Approval, if any, necessary for the resolutions referred Company to aboveexecute, verified deliver and attested in a manner acceptable to perform this Agreement and the Debenture TrusteeRelated Documents; (ix) a certificate from Uniform Commercial Code financing statements shall have been filed and the IssuerMortgage shall have been filed and recorded in such jurisdictions as shall be necessary to grant to the Bank, certifying that: (a) as assignee of BONY, the borrowing by issuance Trustee and the Director of Development of the Debentures would not cause any borrowing limit binding on it to be exceeded; (b) the Company, State of Ohio first-priority security interests in its meetings of shareholders, has not imposed any restrictions and a first-priority Lien on the Board for issue Project (in accordance with the terms and allotment conditions of the DebenturesMortgage) and all existing Liens other than Permitted Encumbrances, as defined in the Mortgage, shall have been discharged; (c) no Default is continuing or would result as a consequence of performance of any of its obligations under the Debenture Documents and that all the Warranties are true and correct, and that no Material Adverse Effect has occurred and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect on the Issuer; (d) the appointment of Debenture Trustee is in compliance with the conditions and requirements prescribed under Applicable Laws, including Section 71 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. (x) a certified true copy an appraisal of the consent letter from Project Site by an appraiser acceptable to the Debenture Trustee whereby Bank indicating the Debenture Trustee shall have agreed to act for the benefit fair market value of the Debenture HoldersProject Site and prepared in form and substance satisfactory to the Bank; (xi) a certified true copy Phase I environmental audit/assessment of the in-principle approval from BSE for listing Project Site, by an environmental engineering firm acceptable to the Bank, to determine the presence of the Debenturesabsence or absence of environmental contamination; (xii) a letter from Registrar conveying title insurance covering the consent to act as registrar real property of the Project any and all improvements thereto in form and substance satisfactory to the issue of the DebenturesBank; (xiii) Receipt such other documents, instruments, approvals (and, if requested by the Bank, certified duplicates of executed copies thereof) or opinions as the credit rating letter and rationale from both CRISIL and India Ratings and Research Private LimitedBank may reasonably request; and (xiv) conditional no-objection certificate from a nonrefundable fee for issuing the Existing Lenders for refinancing Letter of Credit in the Existing Facility through Debentures and creation amount of Security;$7,788.00. (xvb) the legal opinion confirming capacity of the Issuer to enter into this Deed Indenture shall be in full force and the enforceability of the Deed and the Debenture Documents executed, to its satisfaction from the transaction legal counsel;effect; and (xvic) confirmation from the transaction legal counsel on the compliance of the all conditions precedent to disbursement; (xvii) a certified true copy of the audited financial statements of the Issuer for the Fiscal year ending March 31, 2021; (xviii) certificate from an independent chartered accountant confirming that there are no income tax dues or liabilities of the Issuer, no proceedings have been initiated or are pending against the Issuer under the Income Tax Act, 1961, no notice has been served on the Issuer in terms of Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no claims have been received in respect of any tax or any other sum payable by the Issuer as a result of completion of any proceedings under the Income Tax Act, 1961; (xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the PPA is being received by the Issuer; (xx) disclosure certificate from a key managerial person of the Company disclosing details of the Legal Proceedings pending or threatened against the Issuer, if any, and contingent liability of the Issuer. (B) The Issuer shall have issued the private placement offer letter (PAS-4). (C) The Issuer shall have duly executed, and caused to have duly executed, all the Debenture Documents required to have been executed on or prior to the Deemed Date of Allotment, as per the terms of this Deed. The Issuer shall have provided these Debenture Documents to the Debenture Trustee; (D) The Issuer shall complete all formalities required for the issuance of the Debentures including obtaining ISIN (International Securities Identification Number) in respect of the Debentures in dematerialized formBonds shall have occurred.

Conditions Precedent to Issuance. (Aa) The Issuer shall have submitted following constitute conditions precedent to the Debenture Trustee, in a form obligation of Chrysler to execute and manner satisfactory deliver to the Debenture TrusteeSeries 1997-1 Letter of Credit Provider the Chrysler Series 1997-1 Support Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the following on or prior to the date of execution and delivery of the Deed:Chrysler Series 1997-1 Support Letter of Credit): (i) a certified true copy On the date of the up-to-date memorandum execution and articles of association delivery of the Issuer Chrysler Series 1997-1 Support Letter of Credit, all representations and the other Obligors (except the Promoter), amended, if required, to give effect to the provisions warranties of the Debenture DocumentsLessees and DTAG contained in this Agreement, certificate of incorporation the Revolving Credit Agreement and certificate of commencement of business, if any, of in each other Related Document to which the Issuer Lessees or DTAG are a party (other than representations and the other Obligors;warranties relating to Chrysler) shall be true and correct. (ii) a certified true copy of resolution Chrysler shall have received from each of the board of directors of the Issuer accepting the terms of the Debentures Lessees and approving the issuance of the Debentures (iii) a certified true copy of resolution of the board of directors of each Obligor DTAG (i) approving a copy of the terms ofresolutions of its Board of Directors or other governing body, and certified as of the transactions contemplated bySeries 1997-1 Closing Date by the secretary or assistant secretary thereof, the Debenture Documents (including creation and perfection of Security) and authorizing the execution, delivery and performance of the Debenture Documents this Agreement (ii) authorizing the affixation of the common seal on such Debenture Documents as may be required, and (iii) authorizing specified person or persons to sign, execute and deliver each such Debenture Document and any documents to be delivered by it pursuant thereto; (iv) certified true copy of the shareholders resolutions of each Obligor which is a corporate entity (other than the Promoter)(including the resolutions required by the Issuer under Sections 42, 180(1)(a) and 180(1)(c) of the Companies Act, 2013, if applicable), the Loan Documents and resolutions required by the other such Obligors under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable) authorising them to enter into and perform their obligations under the Debenture Documents; (v) a certificate from an independent chartered accountant confirming, inter alia, that the issuance of Debentures shall not cause any borrowing limits that may be binding on the Issuer under the Constitutional Related Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vi) a certificate of the company secretary/Authorized Officer of the Issuer certifying that the Issuer has the necessary powers under the constitutional documents to issue the Debentures, create the Security and enter into the Debenture Documents and that issuance of the Debentures and the creation of the Security under and pursuant to the Debenture Documents would not cause any limit (including any borrowing limit) that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vii) separate certificates of the independent chartered accountant and company secretary/director of each Obligor which is a corporate entity (other than the Issuer and the Promoter) certifying that such Obligor has the necessary powers and authorization under its constitutional documents to enter into the Debenture Documents, to which it is a party, and to perform its obligations under the Debenture Documents, to which it is a party and (including under Sections 180(1)(a)ii) an incumbency certificate thereof with respect to its officers, 185 and 186 of the Companies Act, 2013, agents or other representatives authorized to execute this Agreement (if applicable);. (viiiiii) a specimen On the date of the signature execution and delivery of each person authorized by the resolutions referred Chrysler Series 1997-1 Support Letter of Credit, there shall be no action, suit, investigation, litigation or pro ceeding pending against or, to abovethe knowledge of the Lessees or DTAG, verified threatened against any of the Lessees or DTAG before any court or arbitrator or any Governmental Autho rity which in any manner draws into question the legality, validity or enforceability of this Agreement or any other Related Document, or the ability of any Lessee or DTAG to comply with any of the respective terms thereunder except to the extent that any such condition is reasonably unlikely to have a Material Adverse Effect. (iv) All consents and attested approvals necessary in connection with this Agree ment or the transactions contemplated hereby or thereby shall have been obtained and shall remain in effect except to the extent that the failure to do so is not reasonably likely to have a Material Adverse Effect. (v) On the date of the execution and delivery of the Chrysler Series 1997-1 Support Letter of Credit, there shall be no Event of Default under the Revolving Credit Agreement (as defined therein). (vi) Chrysler shall have received an opinion, dated the date hereof, from counsel for DTAG and the Lessees, addressing the due authorization, execution and de livery of this Agreement and the enforceability thereof against DTAG and the Lessees. (vii) The execution and delivery of documents (the "Chrysler Collateral Support Security Documents") in a manner acceptable form reasonably satisfactory to the Debenture Trustee; (ix) a certificate from the Issuer, certifying that: Chrysler which shall give Chrysler (a) a first-priority perfected lien on any "retained interest" of DTAG and its Subsidiaries in RCFC, which lien shall be pari passu with the borrowing by issuance lien of the Debentures would not cause any borrowing limit binding on it to Lenders thereon, (b) a "silent" subordinated perfected lien in all other assets of DTAG, the Lessees and their respective subsidiaries in which the Lenders have a senior perfected lien, and (c) a subordinated perfected lien in the assets pledged as security in respect of the MTN Pro gram or the CP Program, which lien shall be exceeded;pari passu with the lien of the Lenders thereon. (b) The following constitute conditions precedent to the Companyobligation of Chrysler to execute and deliver to the CP Program Letter of Credit Provider the Chrysler CP Program Support Letter of Credit (provided, in its meetings of shareholders, has not imposed any restrictions on that such conditions will be deemed to be satisfied upon the Board for issue execution and allotment delivery of the Debentures;Chrysler CP Program Support Letter of Credit): (ci) no Default is continuing or would result Execution by all parties hereto of a supplement to this agreement as a consequence of performance of any of its obligations under the Debenture Documents and that all the Warranties are true and correct, and that no Material Adverse Effect has occurred and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect on the Issuer; (dset forth in Section 2.1(a) the appointment of Debenture Trustee is in compliance with the conditions and requirements prescribed under Applicable Laws, including Section 71 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993hereto. (xii) a certified true copy [ ] days notice from the CP Program Letter of Credit Provider to Chrysler, including the amount and terms of the consent letter from the Debenture Trustee whereby the Debenture Trustee shall have agreed to act for the benefit requested Chrysler CP Program Support Letter of the Debenture Holders; (xi) a certified true copy of the in-principle approval from BSE for listing of the Debentures; (xii) a letter from Registrar conveying the consent to act as registrar to the issue of the Debentures; (xiii) Receipt of the credit rating letter and rationale from both CRISIL and India Ratings and Research Private Limited (xiv) conditional no-objection certificate from the Existing Lenders for refinancing the Existing Facility through Debentures and creation of Security; (xv) the legal opinion confirming capacity of the Issuer to enter into this Deed and the enforceability of the Deed and the Debenture Documents executed, to its satisfaction from the transaction legal counsel; (xvi) confirmation from the transaction legal counsel on the compliance of the conditions precedent to disbursement; (xvii) a certified true copy of the audited financial statements of the Issuer for the Fiscal year ending March 31, 2021; (xviii) certificate from an independent chartered accountant confirming that there are no income tax dues or liabilities of the Issuer, no proceedings have been initiated or are pending against the Issuer under the Income Tax Act, 1961, no notice has been served on the Issuer in terms of Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no claims have been received in respect of any tax or any other sum payable by the Issuer as a result of completion of any proceedings under the Income Tax Act, 1961; (xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the PPA is being received by the Issuer; (xx) disclosure certificate from a key managerial person of the Company disclosing details of the Legal Proceedings pending or threatened against the Issuer, if any, and contingent liability of the IssuerCredit. (Biii) The Issuer shall have issued such conditions set forth in paragraph (a) of this Section as made appli cable mutatis mutandis to the private placement offer letter (PAS-4)Chrysler CP Program Support Letter of Credit. (Civ) The Issuer shall have duly executed, execution and caused to have duly executed, all the Debenture Documents required to have been executed on or prior to the Deemed Date delivery of Allotment, such other opinions and documents as per the terms of this Deed. The Issuer shall have provided these Debenture Documents to the Debenture Trustee; (D) The Issuer shall complete all formalities required for the issuance of the Debentures including obtaining ISIN (International Securities Identification Number) in respect of the Debentures in dematerialized formmay reasonably be requested by Chrysler.

Conditions Precedent to Issuance. of the Letter of Credit. ------------------------------------------------------------ (Aa) The Issuer Bank shall have submitted to received on or before the Debenture TrusteeDate of Issuance the following, in a form and manner substance satisfactory to the Debenture Trustee, the following on or prior to the date of execution of the DeedBank and its counsel: (i) a certified true copy originally executed copies of this Reimbursement Agreement, the up-to-date memorandum and articles of association of the Issuer Mortgage and the other Obligors (except the Promoter), amended, if required, to give effect to the provisions of the Debenture Related Documents, certificate of incorporation and certificate of commencement of business, if any, of the Issuer and the other Obligors; (ii) a certified true an originally executed copy of resolution an amendment to each of the board of directors of Loan and Security Agreement, the Issuer accepting Related Mortgage and the terms of CFC 1996 Reimbursement Agreement, in each case in form and substance acceptable to the Debentures Bank, and approving all documents, agreements, instruments, certificates or other items required to be delivered to the issuance of the DebenturesBank in connection therewith; (iii) the approving opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, bond counsel, dated as of the Date of Issuance either addressed to the Bank or with a reliance letter addressed to the Bank; (iv) the written supplemental opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, bond counsel, dated as of the Date of Issuance and addressed to the Underwriter; (v) the written opinion of Pugh, Jones, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Issuer, dated as of the Date of Issuance and addressed to the Bank; (vi) the written opinion of ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLC, counsel to the Borrower, dated as of the Date of Issuance and addressed to the Bank; (vii) copies of the Certificate of Incorporation of the Borrower and all amendments thereto, certified true by the Secretary of State of Delaware, as appropriate, not earlier than ten (10) days prior to the Date of Issuance; (viii) a copy of resolution the Bylaws of the board Borrower, certified by its Secretary; (ix) a good standing certificate with respect to the Borrower as a domestic corporation, issued not earlier than ten (10) days prior to the Date of directors Issuance by the Secretary of each Obligor State of Delaware; (ix) approving copies of resolutions of the terms ofBoard of Directors of the Borrower, and the transactions contemplated by, the Debenture Documents (including creation and perfection of Security) and authorizing or ratifying the execution, delivery and performance of this Reimbursement Agreement, the Debenture Related Documents to which the Borrower is a party and the amendments to the Other Agreements referred to in subsection (ii) authorizing above, and any other documents provided for herein or therein to be executed by the affixation Borrower, which copies shall be accompanied by a certificate of the common seal on Secretary of the Borrower stating that such Debenture Documents resolutions are in full force and effect as may be required, and (iii) authorizing specified person or persons to sign, execute and deliver each such Debenture Document and any documents to be delivered by it pursuant theretoof the Date of Issuance; (iv) certified true copy of the shareholders resolutions of each Obligor which is a corporate entity (other than the Promoter)(including the resolutions required by the Issuer under Sections 42, 180(1)(a) and 180(1)(c) of the Companies Act, 2013, if applicable, and resolutions required by the other such Obligors under Sections 180(1)(a), 185 and 186 of the Companies Act, 2013, if applicable) authorising them to enter into and perform their obligations under the Debenture Documents; (v) a certificate from an independent chartered accountant confirming, inter alia, that the issuance of Debentures shall not cause any borrowing limits that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceeded; (vixi) a certificate of the company secretary/Authorized Officer Secretary of the Issuer Borrower certifying that the Issuer has the necessary powers under the constitutional documents to issue the Debentures, create the Security and enter into the Debenture Documents and that issuance names of the Debentures officers authorized to sign this Reimbursement Agreement, the Related Documents to which the Borrower is a party and the creation amendments to the Other Agreements referred to in Section 3.02(a)(ii) above, together with a specimen of the Security under and pursuant to the Debenture Documents would not cause any limit (including any borrowing limit) that may be binding on the Issuer under the Constitutional Documents or shareholders’ or Board’s resolutions or otherwise, to be exceededtrue signature of each such officer; (viixii) separate certificates true and correct copies of all approvals of Governmental Bodies, if any, necessary for the independent chartered accountant Borrower to execute, deliver and company secretary/director of each Obligor which is a corporate entity (other than perform the Issuer and the Promoter) certifying that such Obligor has the necessary powers and authorization under its constitutional documents to enter into the Debenture Documents, Related Documents to which it is a party, to place Liens on its property as described therein and to perform its obligations under authorize the Debenture DocumentsBorrower to obtain the issuance of the Letter of Credit; (xiii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party; (xiv) an ALTA preliminary report prepared by the title company covering the Premises, showing all exceptions to title, together with a commitment satisfactory to the Bank that the title company is prepared to issue a title policy, effective as of the Date of Issuance, insuring the Mortgage as a first priority lien on the Premises subject only to those exceptions permitted by the Mortgage and containing endorsements satisfactory to the Bank; (xv) an ALTA survey of the Project; and (xvi) such other documents, instruments, approvals (and, if requested by the Bank, certified duplicates of executed copies thereof) or opinions as the Bank may reasonably request. (b) The following statements shall be true and correct on the Date of Issuance and the Bank shall have received a certificate signed by a duly authorized officer or manager of the Borrower, dated the Date of Issuance, stating that: (i) the representations and warranties contained in Section 5.01 of this Reimbursement Agreement are correct on and as of the Date of Issuance as though made on and as of such date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, or would result from the execution and delivery of the Related Documents or the issuance of the Letter of Credit; and (iii) each of the other Related Documents to which it is a party (including under Sections 180(1)(a), 185 and 186 each of the Companies Act, 2013, if applicable); (viii) a specimen of the signature of each person authorized by the resolutions Other Agreements referred to above, verified and attested in a manner acceptable to the Debenture Trustee; (ixSection 3.02(a)(ii) a certificate from the Issuer, certifying that: (a) the borrowing by issuance of the Debentures would not cause any borrowing limit binding on it to be exceeded; (b) the Company, in its meetings of shareholders, has not imposed any restrictions on the Board for issue and allotment of the Debentures; (c) no Default is continuing or would result as a consequence of performance of any of its obligations under the Debenture Documents and that all the Warranties are true and correct, and that no Material Adverse Effect has occurred and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a Material Adverse Effect on the Issuer; (d) the appointment of Debenture Trustee above is in compliance with the conditions full force and requirements prescribed under Applicable Laws, including Section 71 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993effect. (x) a certified true copy of the consent letter from the Debenture Trustee whereby the Debenture Trustee shall have agreed to act for the benefit of the Debenture Holders; (xi) a certified true copy of the in-principle approval from BSE for listing of the Debentures; (xii) a letter from Registrar conveying the consent to act as registrar to the issue of the Debentures; (xiii) Receipt of the credit rating letter and rationale from both CRISIL and India Ratings and Research Private Limited (xiv) conditional no-objection certificate from the Existing Lenders for refinancing the Existing Facility through Debentures and creation of Security; (xv) the legal opinion confirming capacity of the Issuer to enter into this Deed and the enforceability of the Deed and the Debenture Documents executed, to its satisfaction from the transaction legal counsel; (xvi) confirmation from the transaction legal counsel on the compliance of the conditions precedent to disbursement; (xvii) a certified true copy of the audited financial statements of the Issuer for the Fiscal year ending March 31, 2021; (xviii) certificate from an independent chartered accountant confirming that there are no income tax dues or liabilities of the Issuer, no proceedings have been initiated or are pending against the Issuer under the Income Tax Act, 1961, no notice has been served on the Issuer in terms of Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no claims have been received in respect of any tax or any other sum payable by the Issuer as a result of completion of any proceedings under the Income Tax Act, 1961; (xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the PPA is being received by the Issuer; (xx) disclosure certificate from a key managerial person of the Company disclosing details of the Legal Proceedings pending or threatened against the Issuer, if any, and contingent liability of the Issuer. (B) The Issuer shall have issued the private placement offer letter (PAS-4). (C) The Issuer shall have duly executed, and caused to have duly executed, all the Debenture Documents required to have been executed on or prior to the Deemed Date of Allotment, as per the terms of this Deed. The Issuer shall have provided these Debenture Documents to the Debenture Trustee; (D) The Issuer shall complete all formalities required for the issuance of the Debentures including obtaining ISIN (International Securities Identification Number) in respect of the Debentures in dematerialized form.