I. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them:

"Accounting Year" means the financial year commencing from 1^st April of any calendar year and ending on 31^st March of the next calendar year.

"Additional Facilities" means the facilities which the Concessionaire may provide or procure for the benefit of the users of the Project Highway and which are (i) in addition to the Project Facilities, and (ii) not situated on the Site.

"Additional Lanes" shall have the meaning ascribed thereto in Clause 8.1.

"Affected Party" shall have the meaning set out in Clause 32.1.

"Agreement" means this Agreement, the Schedules ‘A’ through ‘Z’ and ‘A1’ through ‘B1’ hereto and any amendments thereto made in accordance with the provisions contained in this Agreement.

"Applicable Laws" means all laws, promulgated or brought into force and effect by GOI or STG including regulations and rules made thereunder, and judgements, decrees, injunctions, writs and orders of any court of record, as may be in force and effect during the subsistence of this Agreement.

"Applicable Permits" means all clearances, permits, authorisations, consents and approvals required to be obtained or maintained under Applicable Laws in connection with the design, engineering, financing, procurement, construction, operation and maintenance of the Project Highway during the subsistence of this Agreement.

"Appointed Date" means the date on which Financial Close is achieved in accordance with Article XXIV and shall be deemed to be the date of commencement of the Concession Period.

"Arbitration Act" means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof as in force from time to time.

"Associates" means in relation to either Party and/or Consortium Members, a person who controls, is controlled by, or is under the common control with such Party or Consortium Member. As used in this definition, the expression "control" means with respect to a person which is a corporation, the ownership, directly or indirectly, of more than 50% of the voting shares of such person, and with respect to a person which is not a corporation, the power to direct the management and policies of such person, whether by operation of law or by contract or otherwise.

"Bank" means a bank incorporated in India and having a minimum networth of Rs.10,000 million (Rupees ten thousand million) and having a branch in the proximity of the Project or at any other place acceptable to NHAI.

"Base Case" means the output from the Financial Model on the date of execution of this Agreement as set out in Schedule ‘A1’.

"Bid" means the documents in their entirely comprised in the bid submitted by the Bidder in response to the Tender Notice in accordance with the provisions thereof.

"Bid Security" means the security provided by the Bidder to NHAI along with the Bid in the sum of Rs.50 million (Rupees fifty million) in accordance with the Tender Notice and which is to remain in force until substituted by the Performance Secuity.

"Bidder" means the Consortium comprising the Promoters.

"COD" means the commercial operations date of the Project Highway and shall be the date on which the Independent Consultant has issued the Completion Certificate or the Provisional Certificate upon completion of four-laning of the Project Highway in accordance with the Agreement.

"Change in Law" means the coming into effect of:

any legislation enacted after the date of execution of this agreement; or

any notification of any legislation existing on the date of this Agreement (where such notification comes into effect after the date of execution of this Agreement) the purpose and effect of which is to discriminate against:

the project in relation to other roads;

roads, whose design, construction, financing and operation are procured by a single contract on a similar basis to the project in relation to other roads;

the Concessionaire in relation to other companies; or

companies undertaking the functions referred to in paragraph (ii) above (under a single contract with the NHAI similar to this Agreement) in relation to other companies.

Provided that Legislation which also affects roads other than the Project or Companies other than the Concessionaire shall not be deemed to be discriminatory solely on the basis that its effect on the project or the Concessionaire is greater than on any such other roads or other companies.

"Change of Scope" shall have the meaning ascribed thereto in Clause 18.1.

"Company" means the Company acting as the Concessionaire under this Agreement.

"Completion Certificate" means the Certificate issued by the Independent Consultants pursuant to Clause 17.4.

"Concession" shall have the meaning ascribed thereto in Article III.

"Concession Fee" shall have the meaning ascribed thereto in Article VII.

"Concession Period" means the period beginning from the Appointed Date and ending on the Termination Date.

"Concessionaire" means ………………………… and its successors and assigns previously expressly approved in writing by NHAI.

"Consortium" shall have the meaning set forth in Recital ‘B’ above.

"Consortium Members" means …………., ……….., …………. and …………..

"Construction Period" means the period beginning from the Appointed Date and ending on the COD.

"Construction Works" means all works and things necessary to complete the Project Highway for use of the traffic and other users thereof in accordance with this Agreement.

"Contractor" means the contractor or contractors, if any, with whom the Concessionaire has entered into all or any of the Project Agreements.

"Cure Period" means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and upon failing of which the Agreement may be terminated by the other Party.

"Damages" shall have the meaning ascribed thereto in Clause 1.2(p).

"Debt Due" means the aggregate of the following sums expressed in Indian Rupees or in the currency of debt, as the case may be, outstanding and payable to the Senior Lenders under the Financing Documents:

the principal amount of the debt provided by the Senior Lenders under the Financing Documents for financing the Total Project Cost (the "principal") which is outstanding as on the Termination Date but excluding any part of the principal that had fallen due for repayment one year prior to the Termination Date unless such repayment had been rescheduled with the prior consent of NHAI; and

all accrued interest, financing fees and charges payable on or in respect of the debt referred to in sub-clause (i) above upto the date preceding the Termination Date but excluding (a) any interest, fees or charges that had fallen due one year prior to the Termination Date, and (b) penal interest or charges, payable under the Financing Documents to any Senior Lender.

"Debt Service Payments" means the sum of all principal and interest payments due and payable in an Accounting Year to the Senior Lenders under the Financing Documents

"Development Period" means the period from the date of this Agreement until the Appointed Date

"Direct Political Event" shall have the meaning ascribed thereto in Clause 32.4.

"Dispute" shall have the meaning set forth in Clause 42.1(a).

"Dispute Resolution Procedure" means the procedure for Dispute resolution set forth in Article XLII.

"Divestment Requirements" means the obligations of the Concessionaire and NHAI for and in respect of the Termination of this Agreement as set forth in Article XXXVI.

"Document" or "Documentation" means documentation printed or in written form, tapes, discs, drawings, computer programmes, writings, reports, photographs, cassettes, or expressed in any other written, audio or visual form.

"Drawings" means all the drawings, calculations and documents pertaining to the Project Highway as set forth in Schedule ‘I’ and shall include "as built" drawings of the Project Highway.

"EPC Contract" means contract or contracts entered into by the Concessionaire with one or more Contractors for the design, engineering, procurement of materials and equipment, construction, and completion of the Project Highway in accordance with the provisions of this Agreement.

"Emergency" means a condition or situation that is likely to endanger the security of the individuals on or about the Project Highway including users thereof or which poses an immediate threat of material damage to any of the Project Assets.

"Encumbrances" means any encumbrances such as mortgage, charge, pledge, lien, hypothecation, security interest, assignment, privilege or priority of any kind having the effect of security or other such obligations and shall include without limitation any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy pertaining to the Project Highway, physical encumbrances and encroachments on the Site where applicable herein.

"Equity" means the sum expressed in Indian Rupees representing the equity share capital of the Company and shall include the funds advanced by any member of the Consortium or by any of shareholders to the Concessionaire company for meeting the equity component of the Total Project Cost. Provided, however, that for purposes of computing Termination Payments under this Agreement, Equity shall be reckoned as an amount that is arrived at after deducting from the equity share capital of the Company the following viz. (a) Equity Support, and (b) the sum by which the capital cost of the Project Highway as stated by the Concessionaire for purposes of claiming Termination Payments exceeded the Total Project Cost.

"Equity Support" shall have the meaning ascribed thereto in Clause 25.2.

"Escrow Account" means an Account which the Concessionaire shall open and maintain with a Bank in which all inflows and outflows of cash on account of capital and revenue receipts and expenditures shall be credited and debited, as the case may be, in accordance with the provisions of this Agreement.

"Escrow Agreement" shall have the meaning ascribed thereto in Clause 27.2.

"Exempted Vehicles" means vehicles that shall be exempted from payment of Fees and include, ambulances, fire tenders, and official vehicles transporting and accompanying the President of India, the Vice-President of India, the Prime Minister of India, Ministers of the government of India, Governors, Lt. Governors, Chief Ministers, Presiding Officers of Central and the state legislatures having jurisdiction, leaders of opposition in Lok Sabha, Rajya Sabha and the State legislatures having jurisdiction, Ministers of the STG, judges of the Supreme Court of India and of the High Courts having jurisdiction, Secretaries and Commissioner of STG, Foreign Dignitaries on State visit to India, Heads of Foreign Missions stationed in India using cars with CD symbol, executive magistrates, officers of MOST and NHAI, persons required to use the Project Highway for discharging their statutory obligations in relation to the Site, Independent Consultant, and Central and State forces in uniform including armed forces, para military forces and police.

"Fee" means the charge levied on and payable for a vehicle using the Project Highway in accordance with the Fee Notification and this Agreement.

"Fee Notification" means the Notification No…………. dated……… issued by GOI in exercise of the powers conferred by Section ………… of the ……… Act, 19….. in respect of the levy and collection of the Fees and a copy of which is at Schedule "G" and includes any such subsequent notifications issued from time to time to give effect to the provisions of this Agreement.

"Financial Close" means the date on which the Financing Documents providing for funding by the Senior Lenders have become effective and the Concessionaire has immediate access to such funding under the Financing Documents.

"Financial Model" means the financial model provided by the Concessionaire embodied in its financial model software setting out the basis on which the financing of the Project and/or the costs and revenue from the Project have been calculated by the Concessionaire (including without limitation the assumptions used, the cell logic network for the financial model software and any accompanying documentation necessary to update the financial model) whether embodied on tape, disk, CD-ROM or other electronic storage medium.

"Financing Documents" means the documents executed by the Concessionaire in respect of financial assistance to be provided by the Senior Lenders by way of loans, guarantees, subscription to non-convertible debentures and other debt instruments including loan agreements, guarantees, notes, debentures, bonds and other debt instruments, security agreements, and other documents relating to the financing (including refinancing) of the Total Project Cost and includes amendments or modifications made in accordance with Clause 10.1(iv).

"Financing Package" means the financing package contained in the Financial Model indicating the Total Project Cost and the means of financing thereof modified to reflect any changes determined by the Senior Lenders and approved by NHAI.

"Force Majeure" or "Force Majeure Event" shall mean an act event, condition or occurrence specified in Article XXXII.

"GOI" means the Government of India.

"Good Industry Practice" means those practices, methods, techniques, standards, skill, diligence and prudence which are generally and reasonably expected of and accepted internationally from a reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged under this Agreement and acting generally in accordance with the provisions of the NHAI Act, and would mean good engineering practices in the design, engineering, construction and project management and which would be expected to result in the performance of its obligations by the Concessionaire and in the operation and maintenance of the Project Highway in accordance with this Agreement, Applicable Laws, Applicable Permits, reliability, safety, environment protection, economy and efficiency.

"Governmental Agency" means GOI, STG or any ministry, department, commission, board, authority, instrumentality or agency, under the control of GOI or STG having jurisdiction over all or any part of the Project Highway or the performance of all or any of the services or obligations of the Concessionaire under or pursuant to this Agreement.

"Grant" shall have the meaning ascribed thereto in Clause 25.1.

"Indemnifying Party" means the Party obligated to indemnify the other Party pursuant to Article XL.

"Independent Consultants" shall have the meaning ascribed thereto in Clause 22.1.

"Indirect Political Event" shall have the meaning ascribed thereto in Clause 32.3.

"Lenders’ Representative" means the person(s) duly authorised by the Senior Lenders to deal with the Parties to the Agreement with regard to the issues arising out of and contained in this Agreement.

"Legislation" means any Indian Law.

"Local Commercial Traffic" means any commercial vehicle registered with the Concessionaire as plying routinely on the project highway without crossing more than one of the Toll plazas.

"Local Personal Traffic" means and includes a personal vehicle which is registered with the Concessionaire by any person who normally resides or works at a place that can normally be approached only by using a part of the Project Highway and such person is, therefore, required to use such vehicle for commuting on a part of the Project Highway, without crossing more than one of the Toll Plazas, in the course of normal travel to and from his place of work or residence.

"Maintenance Manual" shall have the meaning ascribed to it in Clause 19.2.

"Maintenance Programme" shall have the meaning ascribed to it in Clause 19.3.

"Material Adverse Effect" means material adverse effect of any act or event on the ability of either party to perform any of its obligations under and in accordance with the provisions of this Agreement

"Material Breach" means a breach by either Party of any of its obligations in this Agreement which shall be deemed to have a material adverse effect on the project and which it shall have failed to cure within the Cure Period.

"NHAI Representative" means such person or persons as may be authorised in writing by NHAI to act on its behalf under this Agreement and shall include any person or persons having authority to exercise any rights or perform and fulfill any obligations of NHAI under this Agreement.

"Net Cash Flow" means in any accounting year revenue income less O&M expenses, Debt Service Payments to Senior Lenders and tax payments.

"Non Political Event" shall have the meaning ascribed thereto in Clause 32.2.

"O&M" means the operation and maintenance of the Project Highway during Operations Period.

"O&M Contract" means the Operation and Maintenance Contract that may be entered into between the Concessionaire and the O&M Contractor for O&M of the Project Highway including but not limited to functions of maintenance, collection and retention of Fees and performance of other services incidental thereto.

"O&M Contractor" means the person or entity with whom the Concessionaire has entered into an O&M Contract for discharging O&M functions for and on behalf of the Concessionaire.

"O&M Expense" means expenses incurred by or on behalf of the Concessionaire duly certified by its Statutory Auditors or by NHAI, as the case may be, for all regularly scheduled and reasonably anticipated O&M during Operations Period, including, without limitation (a) all cost of salaries and other employee compensation. (b) cost of materials, supplies, utilities and other services (c) premia for insurance (d) all franchise, excise, property and other similar taxes and all costs and fees incurred in order to obtain and maintain all Applicable Permits necessary for the O&M of the Project Highway at its full design capacity, (e) all repair, replacement and maintenance costs of the Project Highway, and (f) all other expenditures required to be incurred under Applicable Law or under Applicable Permits necessary for the operation and maintenance of the Project Highway according to the Specifications and Standards at its full design capacity.

"O&M Support" shall have the meaning ascribed thereto in Clause 25.4

"O&M Works" means all works necessary to keep the Project Highway in operation during the Operations Period.

"Operations Period" means the period commencing from COD and ending on the Termination Date.

"PCU" shall have the meaning ascribed to the passenger car unit in the ‘Indian Roads Congress’, Publication No.IRC-64, 1990, a true copy of which is at Schedule ‘Z’, and for the purposes of this Agreement refers only to such PCUs which pay Fees in accordance with the Fee Notification.

"Parties" means the parties to this Agreement collectively and "Party" shall mean any of the Parties to this Agreement individually.

"Performance Security" shall have the meaning ascribed thereto in Clause 5.1

"Preliminary Notice" shall have the meaning attributed thereto in Clause 35.1.2.

"Project" means the development, design, financing, procurement, engineering and construction, operation and maintenance of the Project Highway in accordance with the provisions of this Agreement and shall include all works relating to or in respect of the Project Highway as described in Article II.

"Project Agreements" means this Agreement, the Financing Documents, the EPC Contract, if any, the O&M Contract, if any, the Tolling Contract, if any, and any other agreements or contracts entered into by the Concessionaire with NHAI or others relating to the Project during the subsistence of this Agreement.

"Project Assets" means all physical and other assets relating to and forming part of the Project Highway including but not limited to (i) rights over the Site in the form of license, right of way or otherwise, (ii) tangible assets such as civil works including the foundation, embankments, pavements, road surface, bridges, approaches to bridges and flyovers, road overbridges, drainage works, lighting facilities, traffic signals, sign boards, milestones, toll plazas, equipment for the collection of tolls or relating to regulation of traffic, electrical works for lighting on the Project Highway, telephone and other communication systems and equipment for the Project, rest areas, administration and maintenance depots, relief centers, service facilities etc. (iii) Project Facilities situated on the Site (iv) the rights of the Concessionaire under the Project Agreements, (v) financial assets, such as security deposits for electricity supply, telephone etc. (vi) insurance proceeds and (vii) Applicable permits and authorisations relating to or in respect of the Project Highway, but does not include Additional Facilities.

"Project Completion" shall have the meaning ascribed thereto in Clause 16.1.

"Project Completion Schedule" means the progressive Project milestone set forth in Schedule ‘H’ for the realization of the Project Highway complete in all respects by the Scheduled Project Completion Date.

"Project Facilities" means all the amenities and facilities situated on the Site, as described in Schedule ‘C’.

"Project Highway" means the strengthening and maintenance of the existing two lanes of NH-8 from Km 273/5 to Km 366/2 and four-laning thereof and shall include the Project Assets and the Project Facilities to be designed, engineered and built on Site and to be operated and maintained during the Concession Period in accordance with the provisions of this Agreement, and shall mutatis mutandis include six-laning of the Project Highway to be undertaken by the Concessionaire in accordance with Article VIII of this Agreement.

"Provisional Certificate" shall have the meaning ascribed to it in Clause 17.5.

"Punch List" shall have the meaning ascribed to it in Clause 17.5.

"RBI" means the Reserve Bank of India as constituted and existing under the Reserve Bank of India Act, 1946 including any statutory modification or replacement thereof, and its successors etc.

"Realisable Fee" means all the Fees due and realisable under this Agreement but does not include fees that the Concessionaire has not been able to realise after due diligence and best efforts.

"Revenue Shortfall Loan" shall have the meaning ascribed to it in Clause 26.1.

"Rs." Or "Rupees" means the lawful currency of the Republic of India.

"SBI PLR" means the prime lending rate per annum for loans with 1(one) year maturity as fixed from time to time by the State Bank of India, and in the absence of such rate, the average of the prime lending rates for loans with 1(one) year maturity fixed by the Bank of India and the Bank of Baroda and failing that any other arrangement that substitutes such prime lending rate as mutually agreed between the parties.

"STG" means the Government of the State of Rajasthan.

"Scheduled Project Completion Date" shall have the meaning set forth in Clause 16.3.

"Scheduled Six-Laning Completion Date" shall have the meaning ascribed to it in Clause 8.1.

"Senior Lenders" means the financial institutions, banks, funds and agents or trustees of debenture holders, including their successors and assignees, who have agreed to guarantee or provide finance to the Concessionaire under any of the Financing Documents for meeting all or any part of the Total Project Cost and who hold pari passu charge on the Concession granted by this Agreement.

"Site" means the real estate licensed by NHAI to the Concessionaire under and in accordance with this Agreement on which the Project Highway is situated.

"Six-Laning" shall have the meaning ascribed thereto in Clause 8.1.

"Specifications and Standards" means the specifications and standards relating to the quality, capacity and other requirements for the Project Highway as set forth in Schedule ‘D’ and any modifications thereof, or additions as included in the design and engineering for the Project Highway submitted by the Concessionaire to and expressly approved by NHAI.

"State Support Agreement" means the agreement to be entered into between the STG and the Concessionaire substantially in the form set forth in Schedule ‘R’ for provision of support, backup and services required from STG for the performance of Concessionaire’s obligations under this Agreement.

"Statutory Auditors" means an independent, recognized and reputable firm of Chartered Accountants duly licensed to practice in India acting as independent statutory auditors of the Concessionaire under the provisions of the Companies Act, 1956 including any statutory modification or re-enactment or replacement thereof, for the time being in force, and appointed in accordance with Clause 31.2.

"Subordinated Debt" means any borrowings by the Concessionaire subordinated to the financial assistance provided by the Senior Lenders for meeting the Total Project Cost.

"Subordinated Debt Payments" means the sum of all principal and interest payments due and payable in an Accounting Year to the Subordinated Lenders under the Subordinated Debt Financing Documents.

"Subordinated Lenders" means the principal institutions, banks funds and other agents or trustees of debenture holders, including their successors and assignees, who have agreed to provide Subordinated Debt to the Concessionaire for meeting all or any part of the Total Project Cost.

"Subsistence Revenue Level" means the total amount of Fee revenue that is required by the Concessionaire in an Accounting Year to meet the sum of (a) the O&M expenses subject to an annual ceiling of [ ]% ( percent) of the Total Project Cost, to be revised each year to reflect the variations in the WPI Index and (b) Debt Service Payments due to the Senior Lenders in an Accounting Year.

"Substitution Agreement" means the agreement referred to in Article XXXVIII and to be entered into among the Concessionaire, NHAI and the Senior Lenders in the form set forth in Schedule ‘Y’ providing, inter alia, for the substitution of the Concessionaire by any other person subject to and in accordance with the provisions of this Agreement and the Substitution Agreement.

"Taxes" means any Indian taxes on corporate income, Sales tax, excise duties, customs duties and local taxes and any impost of like nature (whether Central, State or local) charged, levied or imposed on the goods, materials, equipment and services incorporated in and forming part of the Project Highway, on the construction, operation and maintenance thereof and on the Project Assets, but excluding any interest, penalties and other sums in relation thereto imposed on any account whatsoever.

"Termination" means the expiry or termination of this Agreement and the Concession hereunder.

"Termination Date" means the date on which this Agreement and the Concession hereunder expires pursuant to the provisions of this Agreement or is terminated by a Termination Notice.

"Termination Notice" means the communication issued in accordance with this Agreement by any one Party to the other Party terminating this Agreement.

"Termination Payment" means the amounts payable by NHAI to the Concessionaire under this Agreement upon the Termination of this Agreement and shall consist of payments relating to Debt Due, Subordinated Debt and Equity, as the case may be, and such other amounts as are expressly provided for under this Agreement. Provided, however, that for purposes of determining Termination Payments to be made by NHAI under this Agreement, the capital cost of the Project Highway shall at all times be reckoned as an amount not exceeding the Total Project Cost and the liability of NHAI to make such Termination Payments relating to Debt Due. Subordinated Debt and Equity shall be determined as if such capital cost was restricted to Total Project Cost.

"Tests" mean the tests to be carried out as set forth in and in accordance with Schedule ‘J’ to determine the Project Completion and its certification by the Independent Consultants for commencement of commercial operation of the Project Highway.

"Toll Plaza" means the structures and barriers erected in the terminal areas of the Project Highway for the purpose of regulating the entry/exit of vehicles in accordance with the provisions of this Agreement. Provided, however, that such Toll Plazas shall not be erected within a distance of 20 (twenty) kilometers and 10 (ten) kilometers from the urban limits of Jaipur city and Kishangarh town respectively as notified on the date of this Agreement.

"Tolling Contract" means the contract, if any, entered into by the Concessionaire with the Tolling Contractor for operation of the toll plazas including collection of Fees for and on behalf of the Concessionaire.

"Tolling Contractor" means the person, if any, with whom the Concessionaire has entered into a Tolling Contract for operation of Toll Plazas and collection of Fees for and on behalf of the Concessionaire.

"Total Project Cost" means the lowest of the following:

capital cost of the project as set forth in the Financing Package;

actual capital cost of the project upon completion of the Project Highway as certified by the Statutory Auditors; or

a sum of Rs. [ ] million (rupees [ ] million)

Provided that the additional capital cost for Six-Laning of the Project Highway shall be deemed to be such capital cost as may be approved by the Senior Lenders prior to the commencement of such Six-Laning and to the extent such capital cost is incurred for Six-Laning, it shall form part of the Total Project Cost in addition to the capital cost set forth above for four-laning of the Project Highway.

Provided further that if part of the Total Project Cost is funded in foreign currency, in accordance with the Financing Package, then the rate of exchange shall be determined as on the date of Bid, and the Total Project Cost shall be computed as if such foreign currency were converted with reference to such exchange rate. In the event of Termination of this Agreement requiring NHAI to make Termination Payments, the liability of NHAI shall be determined on basis of the rate of exchange prevailing on the date of Termination Notice and the amounts payable by NHAI for Debt Due and Subordinated Debt , as the case may be, shall be computed accordingly.

"USD" means the lawful currency of the United States of America.

"Vesting Certificate" shall have the meaning attributed to it in Clause 36.4.

"WPI" means the wholesale price index published monthly by the Ministry of Industry, GOI and shall include any index, which substitutes the WPI.

1.2 In this Agreement, unless the context otherwise requires,

any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder.

references to Indian law shall include the laws, acts, ordinances, rules, regulations, or bye laws which have the force of law in any State or Union Territory forming part of the Union of India;

the words importing singular shall include plural and vice versa, and words denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, trusts, associations, organizations or other entities (whether or not having a separate legal entity);

the headings are for convenience of reference only and shall not be used in and shall not affect the construction or interpretation of this Agreement;

terms and words beginning with capital letters and defined in this Agreement shall have the meaning ascribed thereto herein and the terms and words defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules;

the words "include" and "including" are to be construed without limitation;

references to "construction" include, unless the context otherwise requires, investigation, design, engineering, procurement, delivery, transportation, installation, processing, fabrication, testing, commissioning and other activities incidental to the construction;

any reference to any period of time shall mean a reference to that according to Indian Standard Time;

any reference to day shall mean a reference to a calendar day;

any reference to month shall mean a reference to a calendar month;

the Schedules to this Agreement form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement;

any reference to any time to any agreement, deed, instrument, licence or document of any description shall be construed as reference to that agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or suspended at the time of such reference provided that this clause shall not operate so as to increase liabilities or obligations of NHAI hereunder or pursuant hereto in any manner whatsoever.

References to Recitals, Articles, Clauses, Sub-clauses, paragraphs, or Schedules in this Agreement shall, except where the context otherwise requires, be deemed to be references to Recitals, Articles, Clauses, Sub-clauses, paragraphs, and Schedules of or to this Agreement;

Any agreement, consent, approval, authorisation, notice, communication, information or report required under or pursuant to this Agreement from or by any Party or the Independent Consultants shall be valid and effectual only if it is in writing under the hands of duly authorised representative of such Party or the Independent Consultants, as the case may be, in this behalf and not otherwise;

Any reference to any period commencing "from" a specified day or date and "till" or "until" a specified day or date shall include both such days or dates; and

The damages payable by either Party to the other of them as set forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty or liquidated damages (the "Damages").

Unless otherwise expressly provided in this Agreement any Documentation required to be provided or furnished by the Concessionaire to NHAI and/or the Independent Consultants shall be provided free of cost and in three copies and if NHAI and/or the Independent Consultants are required to return any such Documentation with their comments and/or approval, they shall be entitled to retain two copies thereof.

1.3 Measurements and Arithmetic Conventions

All measurements and calculations shall be in metric system and calculations done to 2 decimal places, with the third digit of 5 or above being rounded up and below 5 being rounded down.

1.4 Priority of contract documents and errors/discrepancies

1.4.1 The several documents forming this Agreement are to be taken as mutually explanatory to one another and, unless otherwise expressly provided elsewhere in this Agreement, the priority of the following documents shall in the event of any conflict between them be in the order they are setout:

this Agreement

all other documents forming part of this Agreement

i.e. document at (i) above shall prevail over the documents at (ii) above.

1.4.2 In case of ambiguities or discrepancies within this Agreement the following shall apply: