III.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, NHAI hereby grants to the Concessionaire and the Concessionaire hereby accepts the Concession for a period of 18 (eighteen) years commencing from the appointed Date, including the exclusive right, licence and authority during the subsistence of this Agreement to implement the Project (including six laning) and the Concession in respect of the Project Highway

III.2 subject to and in accordance with the terms and conditions set forth in this Agreement, the Concession hereby granted shall entitle the Concessionaire to enjoy, and oblige the Concessionaire to undertake the following in accordance with the provisions of this Agreement, the Applicable Laws and the Applicable Permits:

to develop, design, engineer, finance, procure, construct, operate and maintain the Project during the Construction Period:

upon completion of the Project Highway and during the Operations Period to Manage, operate & maintain and finance the cost of the Project Highway and regulate the use thereof by third parties;

levy, demand, collect and appropriate the Fees from vehicles and persons liable to payment of Fees for using the Project Highway or any part thereof and refuse entry of any vehicle to the Project Highway if the due Fee is not paid;

Perform and fulfill all of the Concessionaire’s obligations under this Agreement;

Bear and pay all expenses, costs and charges incurred in the fulfillment of all the Concessionaire’s obligations under this Agreement ;and

Not assign or create any lien or Encumbrance on the Concession hereby granted or on the whole or any part of the Project Highway nor transfer, lease or part possession therewith save and except as expressly permitted by this Agreement or the Substitution Agreement.

IV. CONDITIONS PRECEDENT

IV.1 Conditions Precedent

Save and except as provided in Articles IV, V and XXIV, the rights and obligations of the Concessionaire under this Agreement are subject to the satisfaction in full of the following conditions precedent to be fulfilled on or before Financial Close unless any such condition has been waived as provided in Clause 4.2:

concessionaire shall have been granted all such Applicable Permits as listed in Schedule ‘E’ unconditionally or if subject to conditions then all such conditions have been satisfied in full and such applicable Permits are and shall be kept in full force and effect for the relevant period during the subsistence of this Agreement;

the Concessionaire shall have been granted way leaves required in connection with the Project including:

(i) rights of way for the alignment of the Project Highway;

(ii) rights of way from public roads to the Site; and

permission/licence to enter upon and utilise the Site for the construction pursuant to and in accordance with this Agreement.

the Concessionaire shall have been granted all clearances and Applicable Permits under the Applicable Laws relating to environmental protection and conservation.

the Concessionaire shall have entered into the State Support Agreement with the STG;

certified true copies of all Project Agreements, in particular, the shareholder funding agreement, the Financing Documents, the EPC contract, O&M contract and the Tolling contract, if any, have been delivered by the Concessionaire to NHAI;

the Performance Security in full has been provided by the Concessionaire to NHAI in accordance with Clause 5.1;

all of the representations and warranties of the Concessionaire set forth in Article XII are true and correct as on date of this Agreement and as on the Appointed Date;

NHAI shall have received from the Concessionaire copies (certified as true copies by an authorised officer of the Concessionaire) of the constitutional documents of the Concessionaire;

NHAI shall have received copies (certified as true copies by a Director of the Concessionaire) of all resolutions adopted by the Board of Directors of the Concessionaire authorising the execution, delivery and performance by the Concessionaire of this Agreement and each of the Project Agreements and the Financing Documents;

NHAI shall have received from the Indian legal Counsel of the Concessionaire a legal opinion with respect to the authority of the Concessionaire to enter into this Agreement and the Project Agreements and the Financing Documents and the enforceability of the provisions thereof; and

GOI shall have entered into the Tripartite Agreement with STG and RBI.

IV.2 Any of the conditions precedent set forth in Clause 4.1, save and except condition of Sub-clause (c) thereof, may be waived fully or partially by NHAI at anytime in its sole discretion.

IV.3 Obligation to Satisfy the Conditions Precedent.

The Concessionaire shall make all reasonable endeavours to procure the satisfaction in full of the conditions precedent set out in Clause 4.1 above and NHAI shall make all reasonable endeavours to procure fulfillment of the conditions set forth in Sub-clauses (b),(c), (d) and (k) of Clause 4.1. Each Party shall bear its respective cost and expense of satisfying such condition precedent.

IV.4 If the Conditions precedent set forth in Clause 4.1 have not been satisfied on or before the Financial Close and the NHAI has not waived, fully or partially, such conditions under Clause 4.1, NHAI may, notwithstanding anything to the contrary contained in this Agreement, terminate this Agreement in accordance with provisions of Clause 35.2 without being liable in any manner whatsoever to the Concessionaire and forfeit the Bid Security and/or the Performance Security by way of Damages, Provided that where NHAI does not fulfill its obligations under Clause 4.3 and terminates this Agreement under this Clause 4.4, it shall refund in full Bid Security or the Performance Security, as the case may be.

V. PERFORMANCE SECURITY

V.1 The Concessionaire shall for due and faithful performance of its obligations during the Construction Period provide to NHAI a bank guarantee from any Bank in the form set forth in Schedule ‘F’ (the "Performance Security") for a sum equivalent to Rs.100 million (Rupees one hundred million) within 120 (one hundred twenty) days of the date of this Agreement. Till such time the Concessionaire provides to NHAI the Performance Security pursuant hereto, the Bid Security shall remain in full force and effect. Failure of the Concessionaire to provide the Performance Security in accordance with this Clause 5.1, shall entitle NHAI to terminate this Agreement in accordance with the provisions of Clause 35.2 by a communication in writing to the Concessionaire without being liable in any manner whatsoever to the Concessionaire and to appropriate the Bid Security as Damages.

V.2 The Performance Security shall be released by NHAI to the Concessionaire upon contribution of the Equity by the shareholders of the Concessionaire to the extent of 100% as certified by the Statutory Auditors of the Concessionaire and provided the Concessionaire is not in breach of this Agreement. If the Concessionaire is in breach of this Agreement, the Performance Security shall be continued till the COD or until the breach is cured; whichever is earlier.

V.3 In the event of the Concessionaire being in default in the due and faithful performance of its obligations under this Agreement and failing to remedy the default within the Cure Period, the NHAI shall without prejudice to its other rights and remedies hereunder be entitled to encash and appropriate the Performance Security as Damages for such default. Upon such encashment and appropriation of the Performance Security, NHAI shall grant a period of 15 (fifteen) days to the Concessionaire to provide fresh Performance Security and the Concessionaire shall within the time so granted furnish to NHAI such Performance Security failing which NHAI shall be entitled to Terminate this Agreement under clause 35.2. The provision set forth in Clause 5.2 and this Clause 5.3 shall apply mutatis-mutandis to such fresh Performance Security.

V.4 Notwithstanding anything to the contrary contained in clause 5.3, upon furnishing of fresh Performance Security in accordance with clause 5.3, the Concessionaire shall be granted an additional period of 60 (Sixty) days as Cure Period for remedying the defaults and complying with his obligations under this Agreement. In the event of the Concessionaire continuing to be in breach of the provisions of this Agreement after such Cure Period, NHAI shall be entitled to terminate this Agreement under the provisions of Clause 35.2.

VI. FEES

VI.1 The Concessionaire shall be entitled to levy and collect the Fees from the users of the Project Highway pursuant to and in accordance with the Fee Notification set forth in Schedule ‘G’ and this Agreement. Provided, however, that such Fee shall be rounded off to the nearest five rupees for ensuring ease of payment and collection.

VI.2 The Concessionaire acknowledges that the Fee Notification, inter alia, provides for annual revision in the Fees linked to the extent of 50% (fifty per cent) to variation in WPI over the WPI as on the date specified in the Fee Notification (subject to a ceiling of [ ] per annum), and hereby confirms that save and except as provided in the Fee Notification, the Concessionaire is not entitled to and shall not seek any relief whatsoever from NHAI, GOI or STG or on account of increase or otherwise in WPI or on any other account except in accordance with the express provisions of this Agreement.

VI.3 The Concessionaire shall not collect any Fees from Local Personal Traffic and Local Commercial Traffic in excess of the following discounted rates:
- Local Personal Traffic : 25% of the applicable fees for the specific category of vehicle.
- Local Commercial Traffic : 50% of the applicable fees for the specific category of vehicle.

It shall issue appropriate passes or make refunds in a manner that minimises the inconvenience to Local Personal Traffic consistent with the Concessionaire’s need to prevent any leakage of Fees. For carrying out provisions of this Clause, the Concessionaire shall formulate, publish and implement an appropriate scheme and carry out such modifications and improvements to such scheme as may reasonably be suggested by NHAI or required by local circumstances from time to time in conformity with the objectives of this Agreement. Provided, however, that if a separate service lane is opened for free use by Local Traffic, the Concessionaire shall levy and collect Fees from such Local Traffic if they use the four-lane or six-lane Highway.

VI.4 The Concessionaire shall not collect any Fees in relation to Exempted Vehicles.

VI.5 The Fees collected by the Concessionaire or NHAI or NHAI’s nominee pursuant hereto shall be deposited in the Escrow Account and appropriated in accordance with the provisions of Article XXVII.

VI.6 The Concessionaire may delegate its right to collect Fees to the O&M Contractor or the Tolling Contractor or to any other person provided, however, that notwithstanding such delegation, the Concessionaire shall be and remain solely liable and responsible for the collection of Fees. In accordance with this Agreement and its deposit into the Escrow Account.

VII. CONCESSION FEE

VII.1 In consideration of the grant of Concession under this Agreement, the Concessionaire shall pay to NHAI the sums set forth below as concession fee (the "Concession Fee"):

For the first 5 (five) years of the Concession Period, the Concession Fee shall be Rs.1.00 (Rupee one) per year.

For the 6^th (sixth) year of the Concession Period, the Concession Period shall be the sum equal to the Fees realisable during that year for a traffic volume calculated at the rate of 5000 (five thousand) PCUs per day (i.e. for 18,25,000 PCUs per year). For each subsequent year of the Concession Period, the number of such PCUs shall be increased by 1000 as compared to the previous year for purposes of fixing the Concession Fee for the respective year. Concession Fee for the 7^th (seventh) year as such, therefore, be equal to the realisable Fees for 6000 (six thousand) PCUs per day in that year, and for each subsequent year the number of such PCUs would be 7000, 8000 and so on respectively.

The Concession Fee shall be paid in advance within 90 (ninety) days of the commencement of the year for which it is due and payable.

VII.2 Concession Fee payable upon commencement of Six-Laning of the Highway shall be in accordance with Article VIII and Concession Fee payable in the event of commissioning of an Additional Tollway shall be in accordance with Article IX.

VIII. SIX LANING OF PROJECT HIGHWAY

VIII.1 The Concessionaire shall at its own cost, expense and risk design, engineer, finance, procure, construct and complete 2 (two) additional lanes to the Project Highway (the "Additional Lanes") so that the Project Highway shall have six lanes in commercial service for users of the Project Highway ("Six-Laning") no later than completion of seven years from the Appointed Date (the "Scheduled Six Laning Completion Date"). All the provisions of this Agreement including but not limited to those relating to design, engineering, construction, operation, and maintenance, compliance with the Specifications and Standards, inspection, removal of defects and deficiencies and other relevant provisions shall apply mutatis mutandis to such Six-Laning obligation of the Concessionaire.

VIII.2 Notwithstanding anything contained in Article VII, unless the concessionaire exercises the option not to undertake six laning of the Project Highway in accordance with the provisions of this Agreement, the Concession Fee shall be deemed to be Rupee 1 (One) per year for a period of 10 (ten) years commencing from the Appointed Date. Upon commencement of the 11^th (eleventh) year, Concession Fee shall be payable in a sum equal to the Fees realisable during that year for a traffic volume calculated at the rate of 5000 (five thousand) PCUs per day and the same shall be paid in advance within 90 (ninety) days of commencement of the said 11^th (eleventh) year. For the 12^th (twelfth), 13^th (thirteenth), 14^th (fourteenth), 15^th (fifteenth), 16^th (sixteenth), and 17^th (seventeenth) years and 18^th (eighteenth) years, the Concession Fee shall be calculated and paid in a like manner for 7,500, 10,000, 12,500, 15,000, 17,500, 20,000PCUs and 22,500 PCUs respectively.

VIII.3 If the Concessionaire shall fail to construct and complete the Six-Laning pursuant to Clause 8.1 above within the period set out therein, the Concessionaire shall pay to NHAI, by way of weekly payment, Damages for the delay in completion of the said Additional Lanes, an amount calculated in the manner set forth below:

Fees for 2,000 (two thousand) PCUs per day for each day’s delay during the first 180 (one hundred eighty) days from the Scheduled Six-Laning Completion Date; and

Fees for 10,000 (ten thousand) PCUs per day for each day’s delay beyond the first 180 (One hundred eighty) days referred to in sub-clause (i) above but upto 365 (three hundred and sixty five) days from the Scheduled Six-Laning Completion Date.

VIII.4 In the event of completion of Six-Laning of the Project Highway is not achieved by the Concessionaire within the aforesaid 365 (three hundred and sixty five) days from the Scheduled Six Laning Completion Date, the Concession Period shall be reduced to 8 (eight) years and shall be deemed to be 8 (eight) years for the purposes of this Agreement.

VIII.5 At any time before completion of 5 (five) years from the Appointed Date, the Concessionaire may by notice in writing to NHAI exercise the option not to undertake Six-Laning and to operate only the four-lane Project Highway for a reduced Concession Period of 9 (nine) years. Upon delivery of such notice, the Concession Period shall be deemed to be 9 (nine) years for purposes of this Agreement and the Concessionaire shall be entitled to operate the four-lane Project Highway for such Concession Period without being liable to pay the Damages specified in Clause 8.4.

IX. ADDITIONAL TOLLWAY

IX.1 Notwithstanding anything to the contrary contained in this Agreement, any of NHAI, GOI or STG may construct and operate either itself or have the same, inter alia, built and operated on BOT basis or otherwise any Expressway or other toll road, not being a bye-pass, between, inter alia, Jaipur and Ajmer (the "Additional Tollway") provided that such Additional Tollway shall not be opened to traffic before expiry of 8 (eight) years from the Appointed Date.

IX.2 In the event of NHAI, GO or STG, as the case may be, constructing or permitting construction of any Additional Tollway as set forth in this Clause 8.2, the following shall apply:

in case the Additional Tollway is proposed to be commissioned before the expiry of 10 (ten) years from the Appointed Date, the Concessionaire shall be informed of the proposal by NHAI not later than the completion of 5 (five) years from the Appointed Date and discharged from his obligation to construct the Additional Lanes. In such an event, the total Concession Period for the four-lane Project Highway shall be deemed to be reduced to 9 (nine) years. If the commissioning of the Additional Tollway occurs before the expiry of such 9 (nine) year Concession Period, then the Concessionaire shall be entitled to an additional concession period which shall be equal to the period by which such commissioning preceded the expiry of the aforesaid 9 (nine) year Concession Period. By way of illustration, if the commissioning of the Additional Tollway occurs on a date that marks the completion of 8 (eight) years from the Appointed Date, the Concession Period shall be fixed at 10 (ten) years.

In case the Additional Tollway is commissioned subsequent to commissioning of the Additional Lanes, the Concessionaire shall be granted an additional concession period which shall be equal to the period by which such commissioning of the Additional Tollway preceded the expiry of the 18 (eighteen) year Concession Period. By way of illustration, if the Additional Tollway is commissioned on a date that marks the completion of 14 (fourteen) years from the Appointed Date, the Concession Period shall be fixed at 22 (twenty two) years.

IX.3 Upon commissioning of the Additional Tollway, the Concessionaire shall continue to levy and collect the Fee under this Agreement and shall not offer any discounts or reductions in such Fee except with the prior written consent of NHAI. Provided, however, that any such discounts or reductions that the Concessionaire had offered to any general or special class of users or vehicles for a continuous period of three years prior to the commissioning of the Additional Tollway may continue in the same form and manner after the commissioning of such Additional Tollway.

IX.4 NHAI shall ensure that the fee to be levied and collected from any vehicle or class of vehicles using the Additional Tollway shall at no time be less than an amount which is twice the Fee levied and collected from similar vehicles or class of vehicles using the Project Highway.

IX.5 Notwithstanding anything contained in Articles VII or VIII, the Concession Fee shall be deemed to be Rupee 1 (one) per annum from the date on which the Additional Tollway commences commercial operation.