The Operation, Management and Development Agreement

between

The State Agriculture Marketing Board, Chandigarh

and

[ 1 ] Limited

for

The Modern Terminal Market

[Agro Zone, Near Sector 39 (W), Chandigarh]

1 Name of the Company formed by PE to be inserted

2

CONTENTS

Chapter No. Title of the Chapter Page No.

I Definitions and Interpretation 5 II Grant for Operation, Management and Development of the

MTM 14

III Conditions Precedent 17 IV Representations and Warranties 19 V Acceptance of site 20 VI Construction, Development, Operation and Management 22 VII Service Quality Requirements, Development and Product

Standards 33

VIII Monitoring and Information 36 IX Revenues to the SAMB 39 X User Charges 40 XI Financing Arrangements and Security 41 XII Step in Rights of SAMB 42 XIII Disputes 44 XIV Force Majeure 45 XV Default 47 XVI Term, Expiry and Transfer 50 XVII Transfer Provisions 51 XVIII General 54

Schedules 1 Market Services 60 2 Non-Market Services 61 3 Essential Services 62 4 Development Standards and Requirements 63 5 Operation and Maintenance Standards and Requirements 65 6 Product Standards for Market Services 68 7 Mandatory Capital Projects 69 8 Trust and Retention Agreement 70 9 Detailed Project Report 84

10 Earnest Money Deposit 85 11 Form of Performance Guarantee 86 12 Duties of Independent Consultant and Independent Auditor 89 13 Government Equity Holding Features of the PE 90 14 Rights and Obligations of Nodal Officer 91 15 Responsibilities and Obligations of the PE 92

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OPERATION, MANAGEMENT AND DEVELOPMENT AGREEMENT

This Operation, Management and Development Agreement (the “OMDA”) executed on this __day of _______, 2008 BY AND BETWEEN

1. The State Agriculture Marketing Board, (hereinafter referred to as the “SAMB”,

which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns) of the FIRST PART; and

2. [ ], a company incorporated under The Companies Act, 1956 having its

registered office at [ ] (hereinafter referred to as the “PE”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the SECOND PART.

The SAMB and the PE are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS

(A) The SAMB is an authority, which is responsible for the development of the Modern

Terminal Market (MTM) on a public-private-partnership (PPP) basis through a Build Own & Operate (BOO) model for the designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the MTM in the U.T of Chandigarh.

(B) The PE is a company established inter-alia with the objectives of designing,

engineering, financing, procuring for, constructing, operationalizing and maintenance of the MTM. The PE shall be a limited liability company incorporated under The Companies Act, 1956.

The SAMB had invited Proposals for shortlisting of bidders for the aforesaid under its Notice dated January 20, 2007 inviting proposals (“Global Tender Notice”), inter alia, for the designing, engineering, financing, procurement for, construction, operation and maintenance of the MTM on a BOO basis subject to and on the terms and conditions contained in the Global Tender Notice and had pursuant thereto shortlisted certain bidders including, inter alia, ………………. (an individual applicant) hereby referred to as the “Individual” or the consortium comprising of ………….., ……………….. and ……………….. (collectively the “Consortium”) with ……………. as its Lead Technical Member and …………………. as its Lead Financial Member.

The SAMB had, pursuant to the Global Tender Notice, laid down and prescribed the technical and commercial terms and conditions and had invited bids from the applicants shortlisted, pursuant to the Global Tender Notice for undertaking, inter alia, the work referred to in Recital ‘A’ above on a BOO basis through a Request for Proposal (RFP).

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After evaluation of the bids so received, SAMB accepted the bid of the Individual or Consortium and issued its Letter of Acceptance No………….. dated ………. (“LOA”) to the Individual or the Consortium requiring, inter alia, the execution of this OMDA within twelve (12) days from the date of issuance of LOA. The Individual or the Consortium has promoted and incorporated the PE to enter into this OMDA pursuant to the LOA for undertaking, inter alia, the designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the MTM, as defined hereinafter on a BOO basis as referred to in Recital ‘A’ and to fulfill other obligations of the PE pursuant to the LOA and hereby agrees to perform and carry out obligations and duties as referred to in Recital ‘A’ and has requested SAMB to accept the PE as the entity which shall undertake, fulfill and perform the obligations and exercise the rights of the Individual or the Consortium under the LOA, including the obligation to enter into this OMDA for the designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the MTM on a BOO basis. SAMB has agreed to the said request of the PE and has accordingly agreed to enter into this OMDA with the PE pursuant to the LOA for, inter alia, the designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the said MTM on a BOO basis. It is deemed necessary and expedient to enter into this Agreement to record the terms of the said Agreement between the Parties.

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NOW THEREFORE, in consideration of the foregoing and the respective Covenants and Agreements set forth in this Agreement and other considerations, the receipt, sufficiency and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

CHAPTER 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:

1. “Agreement” or “this Agreement” shall mean the OMDA 2. “Applicable Law” shall mean all laws, brought into force and effect by GOI,

SAMB, U.T of Chandigarh and the local laws of the land including rules, regulations and notifications 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

3. “Bid Date” shall mean the date of submission of a binding offer or bid for the

MTM by the applicants during the international competitive bidding process initiated by the SAMB for the purposes of selection of the Private Enterprise

4. “BOO” shall mean Build, Own and Operate

5. “Book Value” shall mean the written down value in the books of the PE of a

specific asset or class of assets in accordance with generally accepted Indian accounting principles using depreciation rates as set forth in the Indian Companies Act, 1956

6. “Change in Law” shall mean the occurrence of any of the following (other

than in respect of any tax laws or any environmental laws) after the Bid Date : a. the modification, amendment, variation, alteration or repeal of any

existing Indian law or the enactment of any new Indian law by the Indian Parliament;

b. the commencement of any Indian law enacted by the Indian Parliament which has not yet come into effect except to the extent where such Indian law was enacted prior to the Bid Date with a commencement date after the date hereof and such Indian law takes effect on that commencement date without any material amendment or a change in the interpretation, application or enforcement of any Indian law by the Supreme Court of India or any court in India that has material impact on the MTM;

c. after the date of grant of any Clearance a change in the terms and conditions attaching to such Clearance or the attachment of any new terms or conditions or such Clearance ceasing in part or in whole to remain in full force and effect otherwise than on account of any action or inaction of the PE

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Provided however that the creation or introduction of a Regulatory Authority (including the framing of rules and regulations in relation thereto or there under) having jurisdiction over the MTM shall not constitute a Change in Law. Provided further an event, the adverse effect of which can be insured against, shall not constitute Change in Law

7. “Chartered Accountancy Firm” shall mean a firm (either of Indian or foreign origin) which is permitted by the Institute of Chartered Accountants of India (ICAI) to practice its services in India

8. “Clearance” shall mean any consent, license, approval, permit, ruling,

exemption, no objection certificate or any other authorization or permission of whatsoever nature, which is required to be obtained from and/or granted by the GOI, Chandigarh Administration and the SAMB, as required from time to time in connection with the performance of obligations hereunder, other than the Deemed Clearance

9. “Company” shall mean a company formed and registered under the Companies Act, 1956

10. “Conditions Precedent” shall mean collectively the SAMB Conditions

Precedent, the PE’s Conditions Precedent and the Common Conditions Precedent

11. “Consortium Members” shall mean [names to be inserted]

12. “Deemed Clearances” shall mean authorization/ permission to operate the

MTM through a single license in the U.T of Chandigarh, source Perishable Agricultural Produce directly from farmers and sell the produce directly to the end users

13. “Detailed Project Report (DPR)” shall mean the development plan including

detailed plan drawings for the development of the MTM submitted by the Bidder/Applicant or Successful Bidder to SAMB during the bidding process for development of the MTM and annexed hereto as Schedule 9

14. “Development Standards and Requirements” shall mean the standards set

forth in Schedule 4 hereof

15. “Dispute” shall mean any dispute, difference, question, controversy or disagreement between the Parties arising out of or in connection with or in relation to this Agreement

16. “Earnest Money Deposit (EMD)” shall mean a demand draft for an amount

specified in Schedule 10 from a reputed Scheduled Commercial Bank in India submitted by the bidders to the SAMB along with the Technical and Financial bids

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17. “Effective Date” shall mean the date on which the Conditions Precedent (as

mentioned in Chapter III hereof) have been satisfied or waived according to the terms hereof and shall be deemed to be the date of commencement of the development period

18. “Encumbrance” shall mean any mortgage, right of way, pledge, equitable

interest, prior assignment, conditional sales contract, hypothecation, right of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge, easement, encroachment or other condition, commitment, restriction or limitation of any nature whatsoever, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership

19. “Entity” shall mean any person, body corporate, trust, partnership firm or other association of persons/ individuals whether registered or not

20. “Equity” shall mean the paid-up share (Equity and Preferential) capital of the PE

21. “Essential Assets” shall mean those assets which are necessary or required for

the performance of Essential Services

22. “Essential Services” shall have the meaning assigned hereto in Schedule 3 hereof

23. “Existing Assets” shall mean the physical, tangible, intangible and other

assets of whatsoever nature existing at the MTM, if any, provided by the SAMB

24. “Financing Documents” shall mean the documents executed by the PE for

raising Debt

25. “Force Majeure” shall mean events as described in Clause 14 hereof

26. “GOI” shall mean the Central Government of India or any ministry, department or instrumentality of the Central Government of India

27. “Good Industry Practice” shall mean the exercise of that degree of skill, diligence and prudence and those practices, methods, specifications and standards of equipment, safety, services and performance, as may change from time to time and which would reasonably and ordinarily be expected to be used by a skilled and experienced operator engaged in designing, construction, operation and maintenance of a world class international market for perishable produce of a capacity similar to that of the MTM

28. “Independent Auditor” shall mean a Chartered Accountancy Firm appointed

by the SAMB in accordance with Clause 6.6 hereof

29. “Independent Consultant (IC)” shall mean the independent consultant appointed by the SAMB in accordance with Clause 6.5 hereof

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30. “Lenders” shall mean the financing institutions, banks and similar bodies

undertaking lending business or their trustees/ agents including their successors and assignees, who have agreed to guarantee or provide finance to the PE under any of the Financing Documents for meeting costs of all or any part of the development of the Market Assets and Essential Assets as per the terms hereof

31. “License Fee Deed” shall mean the deed entered into between the PE [insert

Party Name] and the SAMB in relation to lease of the MTM land on or after the date hereof

32. “Mandatory Capital Projects” shall mean all the capital projects, in

accordance with Clause 6.2 of this document, associated with the Market Assets and Essential Assets

33. “Market Assets” shall mean all those assets required or necessary for the

performance of Market Services in the MTM 34. “Market Charges” shall be the charges levied at the MTM by the PE for the

Market Services 35. “Market Fee” shall mean the statutory fee payable to the SAMB for any sales

transactions of agricultural produce that take place in the MTM2

36. “Market Services” shall have the meaning assigned hereto in Schedule 1 hereof

37. “Master Plan” shall mean the master plan for the development of the MTM,

evolved and approved, which sets out the plans for the development of the full MTM area, covering Market Services, Essential Services and Non-Market Services which is for a 15 year time horizon and which is updated and each such updation is subject to approval of the Nodal Officer

38. “Master Plan Review” shall mean the development plan for specific section(s)

of the MTM, updated each year, which sets out how the PE intends to operate, manage and develop the MTM over a planning period of one year

39. “Material Adverse Effect” shall mean a material adverse effect on the

business, condition (financial or otherwise), liabilities, assets, operations (or the results of operations) or prospects of the PE or the Market and Essential Services of the MTM

40. “Modern Terminal Market” shall mean assets both at the collection centers

and the central terminal market located in Chandigarh for providing Essential Services, Market Services and Non-Market Services

41. “Modern Terminal Market Assets” shall mean those assets including all land, property and structures thereon acquired or leased during the Term, which

2 Within the jurisdiction of U.T of Chandigarh

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are necessary or required for the performance of Market Services, Non Market Services and Essential Services

42. “Modern Terminal Market Services” shall mean the services constituting

Market Services, Non-Market Services and Essential Services rendered by the PE to the Users for the discharge of its various functions and obligations as stated in Clause 2.2 hereof

43. “MTM Site” shall mean the premises as set forth in the License Fee Deed

44. ”National Consultant” shall mean the entity appointed by the Central

Committee for developing the framework for development of MTM in the country

45. “National Horticulture Mission (NHM)” shall mean the mission launched

under the Central Sector Scheme of the Union Ministry of Agriculture to promote the holistic growth of the horticulture sector

46. “Nodal Officer ” shall have the meaning assigned thereto in Clause 6.7 hereof

47. “Non-Market Assets” shall mean all assets required or necessary for the

performance of Non-Market Services in the MTM (irrespective of whether they are owned by the PE or any third entity) to the extent that such assets are:

a. located within or form part of any MTM building; b. conjoined to any other market assets, asset included in point (a) above

or essential assets, and such assets that are incapable of independent access and independent existence; or

c. predominantly servicing/catering to any MTM building and shall specifically include all property and structures thereon acquired or leased during the Term in relation to such non-market assets

48. “Non Market Services” shall have the meaning assigned hereto in Schedule 2

hereof 49. “Non-Transfer Assets” shall mean to include Non-Market Assets 50. “Objective Service Quality Requirements” shall mean the standards set forth

in Schedule 5 hereof

51. “Operation, Management and Development Agreement” or “OMDA” shall mean the operation, management and development agreement entered into, on the date hereof, between the SAMB and the PE

52. “Operations and Maintenance Standards and Requirements” shall mean the

standards and requirements as set forth in Schedule 5

53. “Performance Bond” shall mean an unconditional and irrevocable bank guarantee enforceable and encashable at U.T of Chandigarh upto a maximum

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amount of Rs. 10,00,00,000 (Rupees Ten Crores only) and validity set forth in Clause 6.9 hereof

54. “Perishable Agricultural Produce” shall mean all produce and commodities that are of nature, and are likely to be subjected to natural decay, spoilage or destruction, whether processed or unprocessed, of agriculture, horticulture, apiculture, livestock, forest produce and/ or as declared by the GOI by notification from time to time

55. “Prime Member” shall mean [insert names of Prime Members3]

56. “PE” shall mean Private Enterprise, a company established inter-alia with the

objectives of designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the MTM. The PE shall be a limited liability company incorporated under The Companies Act, 1956.

57. “Product Standards” shall mean the standards set forth in Schedule 6 hereof

58. “Project” shall mean the designing, engineering, financing, procurement for,

construction, operation and maintenance of the MTM as provided for in this document

59. “Project Agreements” shall mean the following agreements:

a. OMDA b. The License Fee Deed c. Shareholders Agreement d. TRA

60. “Relevant Authority” includes the GOI, SAMB, U.T of Chandigarh, Union

Ministry of Agriculture, any local authority or any other authority empowered by the Applicable Laws

61. “Representative” shall mean the authorized representative of the relevant authority, nominated by the relevant authority, from time to time

62. “Revenue” shall mean all pre-tax gross revenue of PE, excluding the

following: a) payments made by PE, if any, for the activities undertaken by Relevant Authorities; b) insurance proceeds except insurance indemnification for loss of revenue; c) any amount that accrues to PE from sale of any capital assets or items; d) payments and/ or monies collected by PE for and on behalf of any government authorities under the Applicable Laws

3 This would be a shareholder of PE (other than GOI) holding 10% or more shares in the PE and whose qualifications have been evaluated for the purposes of evaluation of the PE during the competitive bidding process adopted by the State Agriculture Marketing Board for the purposes of the selection of the private participants in the PE.

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63. “Shareholders Agreement” shall mean the shareholders agreement entered

into between the shareholders of PE

64. “State Agriculture Marketing Board” shall mean the State Agriculture Marketing Board, or any department, or instrumentality of the U.T of Chandigarh entrusted with the responsibility of development of MTM under Public Private Partnership in U.T of Chandigarh

65. “State Agriculture Marketing Board Representative” shall mean the

authorized representative of the SAMB, nominated by the SAMB from time to time

66. “State Asset” shall mean the land rented out by SAMB to the PE for the

establishment of MTM

67. “Surplus Account” shall have the meaning assigned thereto in the TRA

68. “Term” shall mean the term of the agreement which shall continue in full force and effect from its commencement from the Effective Date until the 15th anniversary of the Effective Date (unless terminated within this period) unless extended upto 25 years

69. “Termination” shall mean the expiry or termination of this Agreement

hereunder. Unless terminated, the Agreement shall expire on the Termination Date

70. “Termination Date” shall mean the date on which this Agreement hereunder expires pursuant to the provisions of this Agreement or is terminated by a Termination Notice

71. “Termination Notice” shall mean the communication issued in accordance

with this Agreement by any one Party to the other Party terminating this Agreement

72. “Transfer Assets” shall mean to include Market Assets and Essential Assets

73. “Transfer Date” shall mean the date on which PE transfers possession of the MTM to SAMB or its nominee in accordance with the terms hereof, which shall be the date of termination as per the relevant notice of termination issued by PE or SAMB, as the case may be, of this Agreement

74. “Third Party” shall mean any Entity not party to this Agreement

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75. “Trust and Retention Account (cess/ tax)” shall mean the account established pursuant to/ under the TRA

76. “Trust and Retention Agreement (TRA)” shall mean the agreement to be

entered into between the SAMB, PE and a bank in the form set forth in Schedule 8 hereof

77. “User Charges” shall refer to service charges for Market Services, Non-

Market Services and Essential Services and shall have the meaning assigned thereto in Clause 10

78. “User(s)” shall mean to include all entities using the MTM Services

79. “Year” shall mean a period of 12 consecutive months ending on March 31 of

any year; provided however that the first Year shall mean the period commencing on the Effective Date and ending on the immediately succeeding March 31

1.2 Interpretation

In this Agreement, unless the context otherwise requires: a. A reference to the singular shall include a reference to the plural and vice-

versa; and a reference to any gender shall include a reference to the other gender.

b. A reference to any Clause, Appendix, Schedule, Attachment or Annex

shall be to a Clause, Appendix, Schedule, Attachment or Annex of this Agreement.

c. The Appendices, Schedules, Attachments and Annexes form an integral

part of this Agreement. In the event of any conflict between any provision of the Clauses and any provision of the Appendices, Schedules, Attachments or Annexes, the provision of the Clauses shall prevail.

d. Reference to any law or regulation having the force of law includes a

reference to that law or regulation as from time to time amended, modified, supplemented, extended or re-enacted.

e. Any reference to time shall, except where the context otherwise requires,

be construed as a reference to the time in India. Any reference to the calendar shall be construed as reference to the Gregorian calendar.

f. The headings of the Clauses, Appendices, Schedules, Attachments and

Annexes in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

g. The words “include” or “including” shall be deemed to be followed by

“without limitation” or “but not limited to” whether or not they are followed by such phrases.

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h. Unless the context otherwise requires, any period of time referred to shall be deemed to expire at the end of the last date of such period.

i. If any provision in Clause 1.1 is a substantive provision conferring rights

or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

j. The rule of construction, if any, that a contract should be interpreted

against the parties responsible for the drafting and preparation thereof, shall not apply.

k. All references to agreements, documents or other instruments include

(subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, modified, substituted, novated or assigned from time to time.

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CHAPTER II GRANT FOR OPERATION, MANAGEMENT AND DEVELOPMENT OF MTM 2.1 Grant 2.1.1 The SAMB hereby grants to the PE, to the full extent that it lies within the

power of SAMB, the right and authority during the Term to design, engineer, finance, procure for, construct, operationalize and maintain the MTM and to perform services and activities constituting Market Services, Non-Market Services and Essential Services at the MTM and the PE hereby agrees to design, engineer, finance, procure for, construct, operationalize and maintain and at all times keep in good repair and operating condition the MTM and to perform services and activities constituting Market Services, Non-Market Services and Essential Services at the MTM, in accordance with the terms and conditions of this Agreement (the “Grant”).

2.1.2 Without prejudice to the aforesaid, the SAMB recognizes the right of the PE

during the Term, in accordance with the terms and conditions of this Agreement to:

(a) design, engineer, finance, procure for, construct, operationalize and

maintain and to regulate the use by third parties of the MTM, read with Clause 6.4.4 of this agreement;

(b) enjoy complete and uninterrupted possession and control of the MTM Site

and the Existing Assets for the purpose of providing Market Services, Non-Market Services and Essential Services;

(c) determine, demand, collect, retain and appropriate charges from the Users

of the MTM in accordance with Clause 10 hereto;

(d) operate the MTM Complex through a single license all over the U.T of Chandigarh, source agricultural produce directly from farmers and sell the produce directly to the end users.

2.2 Purpose of the PE 2.2.1 Market Services, Non-Market Services and Essential Services: Subject to the foregoing and to the Applicable Laws, the PE shall undertake/

provide Market Services and Essential Services at the MTM Site as described in Schedules 1 and 3 respectively. The PE may undertake/ provide Non-Market Services at the MTM Site provided, however, the same should have been a part of the Master Plan. The Non-Market Services are described in Schedule 2. The Non-Market Services shall be provided only after the commencement of the Market Services.

2.2.2 Notwithstanding anything contained in this Agreement, the PE shall not

undertake any activities at the MTM Site other than Market Services, Non Market Services and Essential Services.

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2.2.3 Clearances:

The execution of the Agreement provides for Deemed Clearances to the PE for operating the MTM. The Parties hereby expressly acknowledge and agree that it shall be the sole responsibility and obligation of the PE to obtain and, at all times, continue to maintain all other Clearances which are required by Applicable Laws for undertaking and implementing the Project as set forth in detail in the OMDA. Towards this end, the SAMB shall, upon application by the PE in full compliance and sustenance with the Applicable Laws (provided, under the Applicable Laws, the PE is entitled to receive such Clearance), grant such Clearances, within the U.T of Chandigarh, as are required for or in connection with the Project, within the relevant statutory period (if any), and where no statutory period is prescribed, or the Clearance is to be granted by an external agency within the U.T of Chandigarh, the SAMB shall facilitate securing such Clearances as are required for or in connection with the Project after the relevant application is submitted, duly completed and in full compliance with the Applicable Laws. The PE hereby undertakes that in order to expedite the grant of Clearances excluding Deemed Clearances, it will, in a diligent and timely manner:

a. prepare and file applications, which are in full compliance with the Applicable Laws, with the concerned authorities;

b. follow-up the aforesaid applications with the concerned authorities; and

c. respond in a timely manner to all requests for further information and clarifications.

2.3 Other Material Investments

Without prejudice to the generality of Clause 2.2, the PE shall not during the Term, without the consent of the SAMB hold any shares, ownership participation or any other ownership interest in any undertaking other than the MTM.

2.4 Employees/ Agents

The PE shall not require, permit or suffer any of its employees, PE, sub-PE4, partner, business associate, licensee, sub-licensee, sub-lessee or agent to carry on any activity or business at, or in relation to, the MTM or the MTM Site, which the PE is prohibited from engaging in or conducting under this Agreement.

2.5 PE Ownership Structure The PE Ownership Structure will be as per the Shareholders Agreement. The GOI will have an equity participation of Rs. 100 (Rupees Hundred only). The details of other features related to GOI equity are given in Schedule 13. The SAMB will not have any equity in the PE. The Lead Technical Member or Lead Financial Member shall be required to hold its initial equity in the PE at

4 a sub-PE is any subsidiary of the PE

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all times for a period of 5 (five) years from the Effective Date. Members other than the Lead Technical Member or Lead Financial Member shall be required to hold their initial equity in the PE at all times for a period of 3 (three) years from the Effective Date. Provided however that the Individual or Consortium, shall hold a minimum shareholding of 51% in the PE during the Term.

2.6 Right of First Refusal 2.6.1 The “Right of First Refusal (ROFR)” with regard to a second Modern

Terminal Market in Chandigarh (as per the extant policy with regard to second Modern Terminal Market) will be given to the PE by following a competitive bidding process, in which the PE can also participate, provided that the PE has performed satisfactorily for 2 years of operation of MTM after construction. In the event the PE is not the successful bidder, the PE will have the ROFR by matching the first ranked bid in terms of the selection criteria for the second Modern Terminal Market, provided the existing PE has satisfactorily performed without any material default under the terms of the OMDA at the time of exercising the ROFR.

Notwithstanding anything contained herein, the rights granted to the PE under

these Clauses 2.1 to 2.6 (in particular, the ROFR granted to the PE) shall apply only if each of the persons identified as Prime Members on the date hereof individually continue to hold at least 10% and collectively hold at least 26% of the issued and paid up share capital of the PE on the date that such ROFR is sought to be exercised.

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CHAPTER III CONDITIONS PRECEDENT

3.1 Conditions Precedent to be satisfied by the SAMB

The obligations of the PE hereunder are subject to the satisfaction by the SAMB of the following conditions precedent (“SAMB Conditions Precedent”) unless any such condition has been waived off by the PE as hereinafter provided:

a. The SAMB shall have executed and delivered to the PE a counterpart of the TRA; b. The SAMB shall have executed and delivered the necessary documents authorizing/ permitting the operation of the MTM through a single license, sourcing of perishable agriculture produce directly from farmers and selling the produce directly to the end users in Chandigarh; c. The SAMB shall designate a Nodal Officer and set-up a Nodal Office, as per Clause 6.7; d. The SAMB shall authorize the PE to grant, renew and cancel license(s) to Users on behalf of the SAMB as prescribed by the SAMB; e. The SAMB shall have executed and delivered to the PE a counterpart of the License Fee deed

3.2 Conditions Precedent to be satisfied by PE

The obligations of the SAMB hereunder are subject to the satisfaction by the PE of the following conditions precedent (“PE Conditions Precedent”) unless any such condition has been waived off by the SAMB as hereinafter provided:

a. The PE shall deliver to the SAMB the original copy of the Performance

Bond (in accordance with Clause 6.9);

b. The PE shall have executed and delivered to the SAMB a counterpart of the License Fee Deed;

c. The PE shall have executed and delivered to the SAMB a counterpart of

the TRA;

d. The Individual or Consortium and GOI entity shall have executed the Shareholders’ Agreement and undertaken initial capitalization of the PE in line with the DPR;

e. Submission of the Master Plan to the Nodal Officer shall have to be done

within four (4) months of the date of the Agreement;

f. The PE shall have executed and delivered to the SAMB a counterpart/ copy of the Shareholders’ Agreement;

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g. The conditions for the draw down of the equity shall have been fulfilled/

satisfied and the PE would have access to the project equity; h. The PE shall have obtained all environmental clearances from the relevant

authorities for the execution of the Project. 3.3 The obligations of the Parties are subject to the satisfaction of the following

conditions precedent (“Common Conditions Precedent”):

All requisite Clearances for the designing, engineering, financing, procuring for, constructing, operationalizing and maintenance of the Market Services and Essential Services of MTM by the PE on the identified project site should have been provided by the concerned authorities, read with Clause 2.2.3 of this Agreement.

3.4 The PE and the SAMB shall take reasonable steps to ensure expeditious

fulfilment of the PE’s Condition Precedent and the SAMB’s Conditions Precedent respectively and jointly for the expeditious fulfilment of the Common Conditions Precedent.

3.5 Non-fulfillment of Conditions Precedent

In the event that any of the conditions set forth in Clauses 3.1, 3.2 or 3.3 have not been fulfilled within 6 months from the date of this Agreement, or such later date as may be mutually agreed by the Parties, the PE (in case of non-fulfillment of any of the SAMB Conditions Precedent), the SAMB (in case of non-fulfillment of any of the PE Conditions Precedent) and both the Parties (in case of non-fulfillment of Common Conditions Precedent) may terminate this Agreement. Provided, however, that in the event this Agreement is terminated by SAMB for non-fulfillment of the PE Conditions Precedent, the SAMB shall be entitled to encash the EMD/ Performance Bond (as the case may be). Provided, however that in the event this agreement is terminated by PE for non-fulfilment of the SAMB Conditions Precedent, or Common Conditions Precedent, PE shall have no monetary claim on the SAMB, whatsoever.

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CHAPTER IV REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties by PE

The PE hereby represents and warrants to the SAMB that on the date of signing of this agreement: a the PE is a Private Limited Company, limited by shares, incorporated under

the laws of India and has been properly constituted and is in continuous existence since incorporation;

b the PE has the corporate power and the authority and has taken all corporate actions necessary to execute and deliver validly and to exercise its rights and perform its obligations validly under this Agreement;

c the obligations of the PE under this Agreement will be legally valid, binding and enforceable obligations against the PE in accordance with the terms hereof;

d no proceedings against the PE are pending or threatened, and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;

e the PE is a Private Limited Company incorporated only for the purpose of designing, engineering, financing, procuring for, constructing, operating and maintaining the MTM;

f the shareholding pattern of the PE is as follows: [to be inserted] g no sums in cash or kind, have been paid to, or accepted by any person or will

be paid to, or accepted by, any person or on its behalf by way of fees, commission or otherwise to induce SAMB to enter into this Agreement, or to keep this Agreement in continuance, except as provided for in this Agreement.

4.2 Representations and Warranties by the SAMB

The SAMB hereby represents and warrants to the PE that on the date of signing of this Agreement, the SAMB has the right, power and authority and has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;

4.3 Disclosure

In the event at any time after the date hereof, any event or circumstance comes to the attention of either Party that renders any of its above mentioned representations or warranties untrue or incorrect, then such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect or adversely affect or release any obligation of either Party under this Agreement.

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CHAPTER V ACCEPTANCE OF SITE

5.1 Acceptance of Site 5.1.1 For the purposes of this Agreement, the PE shall be deemed to have:-

a. inspected the State Asset (if applicable); b. satisfied itself as to the nature of the climatic, hydrological and general

physical conditions of the State Asset, the nature of the ground and subsoil, the form and nature of the State Asset;

c. satisfied itself as to the means of communication with, access to and accommodation on the State Asset it may require or as may be otherwise necessary for the performance of its obligations under this Agreement;

d. obtained for itself all necessary information as to the risks, contingencies and all other circumstances which may influence or affect the PE and its rights and obligations hereunder and its other rights and obligations under or pursuant to this Agreement.

5.1.2. SAMB Support and Authorization to PE

In consideration for the PE entering into the OMDA and the covenants and obligations set out therein, the SAMB hereby undertakes to provide to the PE the following support (“SAMB Support”):

5.1.2.1 Land for MTM Development

So long as the PE is not in breach of its obligations under the OMDA, the SAMB agrees to provide the land required for construction of the MTM for peaceful use of land and operations at the site by the PE under and in accordance with the provisions of the OMDA without any let or hindrance. The land so provided shall form the part of MTM Assets. The ownership of the land shall continue to reside with Chandigarh administration at all times. The land provided by the SAMB to the PE for the purpose of the MTM shall be in an extent of 42 acres in the U.T of Chandigarh and shall be provided against an annual License Fee of Rs 19.29 lakhs/ year/ acre. Such annual License Fee for the first year shall be paid within one (1) month of execution of OMDA and subsequently every year latest by a date not later than one (1) year from the date on which the previous payment, in the previous year, was payable. The SAMB may, with the prior approval of Chandigarh administration, either extend the tenure of the License Fee Deed and the grant or re-auction the project or take any other action to continue or discontinue the project at the expiry of the Term of the Agreement at the end of 15 years (or 25 years, as the case may be).

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5.2 Deemed Knowledge and Disclaimer Subject to the provisions of this Agreement, the PE shall be fully and exclusively

responsible for, and shall bear the financial, technical, commercial, legal and other risks in relation to the MTM and all its other rights and obligations under or pursuant to this Agreement regardless of whatever risks, contingencies, circumstances and/ or hazards may be encountered (foreseen or not foreseen) and notwithstanding any change(s) in any of such risks, contingencies, circumstances and/ or hazards on exceptional grounds or otherwise and whether foreseen or not foreseen and the PE shall have no right, whether express or implied, to bring any claim against, or to recover any compensation or other amount from, the SAMB, GOI and/or any of their agencies other than in respect of those matters in respect of which express provision is made in this Agreement.

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CHAPTER VI CONSTRUCTION, DEVELOPMENT, OPERATION & MANAGEMENT

6.1 General Obligations

(i) The PE shall at all times comply with the Applicable Laws in the designing, engineering, financing, procuring for, constructing, operationalizing and maintaining the MTM. The PE shall design, engineer, finance, procure for, construct, operationalize, maintain and keep in good repair the MTM in order to ensure that the MTM at all times meets the requirements of an international world class market for Perishable Agricultural Produce. The PE shall further comply with the Development Standards and Requirements of Schedule 4 and the Operation and Maintenance Standards and Requirements as per Schedule 5 and renew, replace and upgrade to the extent reasonably necessary. All maintenance, repair and other works shall be carried out in such a way as to minimise inconvenience to the Users of the MTM. The PE shall be responsible for designing, engineering, financing, procuring for, constructing, operationalizing and maintaining the MTM (both at the collection centers and the central terminal market located in Chandigarh) and shall develop the necessary infrastructure required for handling the minimum daily arrivals of 700 MT of perishable agricultural produce in the MTM.

(ii) The PE shall at all times, obtain and maintain all clearances, including

registrations, licenses and permits (including immigration, temporary residence, work and exit permits), which are required by the Applicable Laws for the performance of its obligations hereunder.

(iii) The PE will design, engineer, finance, procure for, construct,

operationalize and maintain the MTM during the Term with regard to sanitation, safety precautions, fire protection, security, transportation, delivery of goods, materials, plant and equipment, control of pollution, maintenance of competent personnel and labour and industrial relations and general MTM Services including, without limitation, access to and on the MTM, allocation of space for contractors’ and sub-contractors’ offices and compounds and the restriction of access to the MTM to authorized Entities only, ensuring at all times smooth operation of the MTM and minimum interference with day to day running of the MTM. It will prepare and issue a manual of rules and regulations relating to the Market Services of the MTM to be observed by all Entities having business within the MTM and which shall apply to all such Entities without discrimination. The PE shall submit such manual to the Nodal Officer.

(iv) The PE will ensure that all materials, equipment, machinery, etc., installed

and/ or used at the MTM including the constructions or repair of the MTM will be of sound and merchantable quality, that all workmanship shall be in accordance with Good Industry Practices applicable at the time of installation, construction or repair and that each part of the construction will be fit for the purpose for which it is required as stated in

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or as may be reasonably inferred from the Master Plan and the Master Plan Review.

(v) Neither the submission of any drawing or document under or pursuant to

any provision of this Agreement or otherwise, nor its approval or disapproval, nor the raising of queries on, or the making of objections to or the making of comments, suggestions or recommendations on the same by the SAMB shall prejudice or affect any of the PE’s obligations or liabilities in relation to designing, engineering and construction, which shall not be relieved, absolved or otherwise modified in any respect.

6.2 Mandatory Capital Projects 6.2.1 The PE shall, latest within 15 months of the Effective Date, complete the

Mandatory Capital Projects set out under Schedule 7 at the times set forth therein and in accordance with the terms and conditions set forth therein. The PE shall provide quarterly updates on the progress to the Nodal Officer and the IC. The IC shall be responsible for monitoring the progress of aforesaid on its timeliness and quality.

6.2.2 In the event that the PE delays the commencement of construction of a

Mandatory Capital Project at the time set forth in Schedule 7 and no explanation for the delay is provided by the PE to the IC or the Nodal Officer that is satisfactory to the IC (at its sole discretion), the Nodal Officer, on the recommendation of the IC, shall have the right to levy liquidated damages on the PE equivalent to 0.5% of the estimated capital cost of such Mandatory Capital Project for each month of delay in the commencement of construction of such Mandatory Capital Project.

6.2.3 The Nodal Officer, on the recommendation of the IC or suo-motto, shall further

have the right to levy liquidated damages on the PE at the same rate specified in Clause 6.2.2, in the event the time period for the completion of any Mandatory Capital Project exceeds the time period for completion of such Mandatory Capital Project as set out in Schedule 7, subject to the delay not being on account of delay in commencement, in respect of which liquidated damages have been paid by the PE to the SAMB.

Provided further that if the relevant Mandatory Capital Project is completed within the time period set in the Master Plan inspite of delay in commencement, 95% of the liquidated damages already levied on the PE by SAMB with regards to delay in commencement shall be returned to the PE by SAMB.

6.2.4 The Nodal Officer, on the recommendation of the IC or suo-motto, shall, further, have the right to levy liquidated damages on PE at the rate of 0.5% of the estimated capital cost of such Mandatory Capital Project for each month if actual capital cost of any Mandatory Capital Project is lower than the capital cost of the respective Mandatory Capital Project as reflected in the DPR.

Provided however that the total liability of the PE under this Clause 6.2 for delay or the lower capital cost incurred in respect of a particular Mandatory Capital

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Project shall not exceed 10% of the total capital cost of the relevant Mandatory Capital Project.

6.3 Master Plan The PE shall prepare a Master Plan for the MTM setting out the proposed

development for the entire MTM, planned over a 15 year time horizon. The Master Plan shall include volume forecasts for this period and link all planned major developments to these forecasts. The Master Plan shall be prepared in accordance with and to include the following: a. A statement of the overall development strategy and philosophy; b. The Development Planning Principles set forth in Schedule 4 hereof; c. Operation and Maintenance Standards and Requirements Principles set forth

in Schedule 5 hereof; d. Details of planned developments separately for each section of MTM; e. Details of volume forecasts and volume trigger points for all developments

which are linked to growth in volume, indicating at what volume level the project will be commenced and finished; to be divided between domestic and export volumes;

f. Vision of how the MTM and each of its precincts will look at the end of 15 years and at critical intermediate stages and the socio-economic impact on the key stakeholders at the end of the period when it reaches full capacity;

g. Report on the outcome of consultations with Users, community, businesses and the government;

h. Such other matters that may be specified by the GOI/ Nodal Officer; i. A comprehensive list of all the movable and the immovable assets that shall

be developed by the PE. The immovable properties shall be transferred to the SAMB upon termination of the Agreement at the end of 15 or 25 years (as the case may be).

6.3.1 Master Plan Approval

The PE hereby undertakes to prepare and submit the Master Plan to the Nodal Officer within 4 (four) months from the date of Agreement and thereafter submit Master Plan Reviews for approval every year. Provided however that the Master Plan Reviews shall be submitted at shorter intervals, if the PE finds that the growth in the volumes of the produce is such as to require more frequent updates, or at such intervals as may be notified by the Nodal Officer in the event the MTM reaches initial capacity restraints.

6.3.2 The first Master Plan for the MTM must be consistent with the DPR and must

incorporate the Mandatory Capital Projects along with the Mandatory Capital Projects capital cost. Any significant deviations from the DPR must be fully explained. The Master Plan shall be made pursuant to full consultation with all major stakeholders.

6.3.3 The SAMB, through the Nodal Officer, shall assess and communicate to the PE, a decision on the Master Plan no later than forty five (45) days of receipt of the same. In the event that an approval is not given, the SAMB shall specify its concerns along with reasons and provide the PE with a further fifteen (15) day period to address the concerns and incorporate any suggestions into the Master

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Plan. This process of incorporation of changes and addressing of concerns shall be repeated for a maximum period of three (3) months from the date that the Master Plan was first submitted to the SAMB for its approval. After the expiry of the above mentioned three month period, if the Master Plan is still not approved, then the Master Plan shall be amended by the incorporation of all of SAMB’s suggestions/ comments. It is clarified that the SAMB shall be entitled to seek clarifications on the Master Plan, only in the following circumstances: a. Produce volume concerns; b. Development does not meet the produce volume forecasts; c. Development does not meet the development standards; d. The Master Plan is not consistent with the DPR and there are no satisfactory

reasons to explain the variance; e. Inconsistent with the ultimate vision for the MTM; f. Inconsistent with the provisions of the OMDA; g. Any circumstances or factors, analogous to the foregoing circumstances.

6.3.4 The Master Plan must demonstrate that it is consistent with the quality and

service performance standards as set out in this Agreement with respect to Market Services. The Master Plan must further demonstrate that the MTM development shall take place such that the MTM Site is developed for the purposes of development and enhancement of Transfer Assets and that the MTM Site is not exploited for purely Non-Market Assets. The Master Plan shall at all times envisage and ensure availability of land and space for development and enhancement of Transfer Assets. Utilisation of land and space for Non-Market Assets shall at all times be subject to development and enhancement of Transfer Assets. In this regard, it is clarified that PE shall ensure that sufficient portions of the lands constituting the MTM Site, as may be required for the development and enhancement of Transfer Assets, keeping in mind future growth in volumes, shall be reserved for Transfer Assets, and only the remaining lands constituting the MTM Site shall be used for Non-Market Assets. Further, Non-Market Assets, at any point in time, shall not occupy more than 17% of the ground area of the MTM Site (with relevant Floor Area Ratio (FAR) restrictions). The PE shall ensure that the Master Plan clearly demarcates those portions of the MTM Site that are used and proposed to be used for the development of Market Assets, Non-Market Assets, and Essential Assets. The PE shall ensure that all developments at the MTM are in accordance with the Master Plan. The operation of Non-Market Assets shall, under no circumstances, commence before all Market Assets have been operationalized.

6.3.5 The Master Plan shall inter alia provide for identifiable volume triggers for

undertaking specific capital expenditure projects and shall provide for volume linked capacity expansions.

6.3.6 The PE hereby undertakes to procure the approval of the Nodal Officer and the

IC in respect of the Master Plan.

6.3.7 The PE shall develop the Market Services, Essential Services and Non-Market Services of the MTM in accordance with the applicable Master Plan, as approved by the Nodal Officer and the IC. It is clarified that:

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a. all developments (Market Assets, Non-Market Assets and Essential Assets) at the MTM shall be as per the Master Plan;

b. no development (Market Assets, Non-Market Assets and Essential Assets) that is not envisaged in the Master Plan shall be allowed to be undertaken unless specific approvals for the same are taken;

c. the MTM, inclusive of Market Assets, Non-Market Assets and Essential Assets shall at all times comply with the approved Master Plan; and

d. the Master Plan will incorporate target dates for construction of individual facilities/ sections (the “Targets”) linked to volume trigger points or otherwise for Market and Essential Assets. These could be independently presented as Master Plan Review.

6.3.8 The PE shall ensure that each of the targets are met fully and on time. To the

extent not already covered under Clause 6.2.2, in the event that a Mandatory Capital Project set out in the approved Master Plan is not commenced at the designated volume trigger and there is no explanation provided by the PE to the Nodal Officer and the IC that is satisfactory to the Nodal Officer and the IC (at its sole discretion), the Nodal Officer, on recommendation of the IC or suo-motto, shall have the right to levy liquidated damages on the PE equivalent to 0.5% of the estimated capital cost of such Mandatory Capital Project for each month the project is delayed. The Nodal Officer shall further have the right to levy liquidated damages on the PE at the same rate in the event the time period for the completion of the project triggered by volume details exceeds the time period of construction set out in the Master Plan, subject to the delay not being on account of delay in commencement, in respect of which liquidated damages have been paid by PE to the SAMB. Provided however that in the event there is delay in commencement of a project, and liquidated damages have been paid in respect of such delay, and in spite of delay in commencement, the relevant project is completed within the time period set forth in the Master Plan, then 95% of the liquidated damages already received in respect of delay in commencement shall be returned by the SAMB to the PE. Provided further that the total liability of the PE under this Clause 6.3.8 for the delay in respect of a particular project shall not exceed 10% of the total capital cost of the relevant Mandatory Capital Project.

6.4 Provision of Facilities and Services at MTM 6.4.1 Essential Services and Market Services

The PE shall at all times provide Market Services and Essential Services at the MTM for the Term. In addition, the PE, may at all times, also provide Non-Market Services at the MTM for the Term.

6.4.2 Access

Subject to the provisions of this Agreement, the PE shall have the right to grant access to all parts of the MTM Site to such Entities as it shall determine.

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6.4.3 Insurance

(i) Insurance during Term

During the Term, PE shall effect and maintain at its own cost, at all times the insurances for Market Assets, Non Market Assets and Essential Assets, the insurances required under the Financing Documents and such additional insurances as PE may reasonably consider necessary or prudent in accordance with Good Industry Practice.

(ii) Application of Insurance Proceeds

All insurance claims paid to PE shall be applied for reconstruction of the specific asset of MTM to which the insurance pertains except for insurance proceeds unrelated to physical damage.

6.4.4 Contracts

(i) Sub-Contracting

a. Any activity(ies) may be sub-contracted by the PE, provided always that notwithstanding the sub-contract, the PE retains overall management, responsibility, obligation and liability in relation to the sub-contracted MTM Service. Any such sub-contracting shall not relieve the PE from any of its obligations in respect of the provision of such MTM Services under this Agreement. It is clarified that the PE shall remain liable for any acts, omissions or defaults of any sub-contractor;

b. The PE shall take the permission from SAMB, through a written

application, before sub-contracing any activities as per Clause 6.4.4, disclosing the terms and conditions of the agreement of sub-contracting, including the details of financial terms. SAMB shall, otherwise or after evaluation through its Independent Auditor, approve the application or reject the application, within 7 days from the receipt of the application. The income generated from the rate difference due to the sub-contracting activities by the PE shall fall under the definition of revenue as defined in Clause 1.1.62.

c. Before entering into contracts, the PE shall comply with the Applicable

Laws, including without limitation (where applicable), the procedures for competitive bidding in the field of public works concessions;

d. Without prejudice to the foregoing, every contract entered into by the PE

shall be on an arms-length basis, and shall contain an express provision allowing the transfer of the rights and obligations of the PE under such a contract to the SAMB in the event of termination hereof. Every contract entered into by the PE shall contain an express provision recognising the right of the SAMB to acquire the Transfer Assets and the Non-Transfer Assets in the manner provided herein, and contain an undertaking by the counter-party(ies) to transfer the relevant Transfer Asset and/ or the Non-

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Transfer Asset, as the case may be, upon the exercise of such right by the SAMB.

e. any activity(ies) sub-contracted by the PE shall not be further sub-

contracted or sub-let by the party(ies) receiving the sub-contract f. Only the following list of activities/ services can be sub-contracted by the

PE. This list is subject to change at the sole discretion of SAMB. Such change(s) shall be applicable for any future sub-contracting after the date of such change(s) and shall not have any impact, whatsoever, on the existing sub-contracts as on the date of such change(s):

• Electronic auction facility • Movement and parking facility for vehicles • Futures trading facility • Transport services (including cool chain) • Banking services including settlement of transactions • Vehicle fuelling services • Storage area of plastic crates • Price displays / bulletin service • All Non-Market Services • All Essential Services

(ii) Management and Control a. Notwithstanding anything contained above, under no circumstances shall

the PE sub-contract the overall operation and management of the MTM and the PE shall at all times exercise and be responsible for overall management control and supervision of the MTM through its senior management staff, irrespective of any sub-contracting of activities and/or services.

b. The PE shall establish fair, reasonable and objective criteria for the grant

of sub-contracts. In granting and in determining whether or not to grant, any sub-contract to any Entity, and in determining whether to amend, waive, terminate or extend any such rights, the PE shall consistently comply with and apply such criteria.

c. Neither the PE nor any sub-contractor shall: (i) adopt, in relation to any activities carried on by it at the MTM, any trade

practice, or any pricing policy, which unreasonably discriminates against any class of Users of the MTM or any particular User or which unfairly exploits its bargaining position relative to Users of the MTM generally or which directly causes the adoption by any other Entity of a practice which has a similar effect;

(ii) adopt, in relation to the granting of any sub-contracts, any practice which:

(aa) unreasonably discriminates against Entities granted any class of

such rights, or any particular grantee of such a right, or unfairly

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exploits its bargaining position relative to the grantees of such rights generally;

Or (bb) unreasonably discriminates against any class of Entities applying

for such rights or any particular applicant, or unreasonably limits the number of such rights that are granted in the case of any particular services or facilities; Or

(cc) which directly causes the adoption by any other Entity of a practice which has a similar effect.

6.4.5 In addition to the obligations listed in Clause 6.1 to 6.4.4 above, the PE shall have

the responsibilities and obligations as detailed in Schedule 15. 6.5 Independent Consultant (IC)

(i) Appointment of Independent Consultant

(a) An Independent Consultant shall be appointed for the purpose of determining and ensuring compliance with the technical standards, specifications, costs and time schedules during any operation, development, design, modernization, repair, maintenance, replacement or construction at the Market and Essential Services of the MTM Site and performing the duties mentioned in Schedule 12 hereof;

(b) The procedure for the appointment of the Independent Consultant

shall be as follows:

The Nodal Officer shall nominate a panel of four (4) consultants with expertise in supervision of projects similar to MTM. These consultants shall be from the list of empanelled consultants provided to the SAMB by the Chandigarh administration. The PE shall have the right to object to one or more of such nominees. In the event the PE objects to:

(i) any one nominee, then the Nodal Officer shall appoint any one

of the remaining three (3) nominees to whom the PE has not objected as an Independent Consultant;

(ii) any two (2), three (3) or all four (4) nominees, then the Nodal Officer shall propose another two (2), three (3) or four (4) consultants, with expertise in supervision of projects similar to MTM to act as an Independent Consultant, respectively, as the case may be, so as to complete the panel of four (4) nominees. The PE shall have the right to object to a maximum of one nominee from this second panel of consultants. In the event the PE objects to any one nominee, then the Nodal Officer shall appoint any one of the remaining three (3) nominees to whom PE has not objected as the Independent Consultant; Else the Nodal Officer may appoint any one of the four (4) nominees.

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(c) All costs of, including costs associated with the appointment of,

the Independent Consultant shall be initially provided for in the capital expenditure of the Market Assets and shall be borne by the PE;

(d) The Nodal Officer may select one out of the two (2) or three (3) or

four (4) approved consultants through a combination of score based on technical and financial parameters.

6.6 Independent Auditor (IA)

(i) Appointment of Independent Auditor

(a) An Independent Auditor shall be appointed for the purpose of auditing the books of accounts of the PE and certifying the Revenue of the PE and performing the duties mentioned in Schedule 12 hereof;

(b) The procedure for the appointment of the Independent Auditor

shall be as follows:

The Nodal Officer shall appoint an Independent Auditor from a list of empanelled auditors provided to the SAMB by the Chandigarh administration.

(c) All costs of, including costs associated with the appointment of, the Independent Auditor shall be initially provided for in the capital expenditure of the Market Assets and shall be borne by the PE.

6.7 Nodal Officer

In order to perform its obligations, inter alia, the Nodal Officer, designated by the State Level Project Committee, will be responsible for supervision, monitoring, regulatory facilitation and interacting with the PE in relation to all matters concerning the Parties’ mutual rights and obligations hereunder (the “Nodal Officer”) as described in Schedule 14. The Nodal Officer shall be the ‘single point of contact’ for the PE for all matters concerning this Agreement. The Nodal Officer would meet at least quarterly, inter alia, with representatives of the PE and conduct a joint review of emerging issues and concerns and keep an oversight of the development of the MTM.

6.8 { TC "0 Complaints Register"\l 2 }Complaints Register (i) The PE shall maintain a Public Relations Office at the MTM where it shall keep a

register (the "Complaint Register") with access at all times for recording of complaints by any person (the "Complainant"). Immediately after a complaint is registered, the PE shall give a receipt to the Complainant stating the date and complaint number;

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(ii) The Complaint Register shall be securely bound and each page thereof shall be duly numbered. It shall have appropriate columns including the Complaint Number, Date, Name and Address of the Complainant, Substance of the Complaint and the Action taken by the PE. Information relating to the availability of and access to the Complaint Register shall be prominently displayed by the PE at the MTM;

(iii) The PE shall inspect the Complaint Register every day and take prompt and reasonable action for redressal of each complaint. The action taken shall be briefly noted in the Complaint Register and a reply stating the particulars thereof shall be sent by PE to the Complainant under a certificate of posting or by fax with confirmation of transmission.

6.9 Performance Bond

a. The PE shall furnish a Performance Bond in the form of a Bank Guarantee from a reputed scheduled commercial bank in India with a minimum validity of 12 months for an amount of Rs. 10,00,00,000 (Rupees Ten Crores only);

b. The Performance Bond shall be rolled over periodically over the entire

Term and shall be renewed three (3) months prior to its expiry each time; c. The whole or part of the Performance Bond shall be encashable, inter alia,

in the following situations:

1. Non-completion of the Market Assets and Essential Assets within the agreed time frame;

2. Non-incurrence of the Mandatory Capital Project Cost of the Market Assets and Essential Assets;

3. Non-compliance with Development Standards and Requirements, Objective Service Quality Requirements and Product Standards in accordance with the terms hereof;

4. Any other material breach/ non-performance of/ under this Agreement;

5. Any event of PE default

d. In the event any portion of the Performance Bond is encashed pursuant to Sub-clause c of the Clause 6.9 then immediately following such encashment, the PE shall replenish the Performance Bond. In the event the Performance Bond is not replenished within one (1) month of its encashment, the SAMB shall have the right to encash the entire Performance Bond.

6.10 Statutory Fee

The SAMB hereby authorizes the PE to collect the Market Fee on behalf of the SAMB, 100% of which has to be deposited with the SAMB on a periodical basis, in a form and manner, as specified by SAMB from time to time. Towards this, the PE should use services of any scheduled commercial bank including special Agri-banking services offered by the National Consultant to the project.

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The SAMB hereby authorises the PE to collect and retain applicable User Charges to be collected from the Users that are based on commercial considerations.

6.10.1 The PE acknowledges that prior to the execution of this Agreement, it has, after a

complete and careful examination, made an independent evaluation of the designated site for MTM project and has determined the nature and extent of the difficulties, inputs, costs, time, resources, risks and hazards that are likely to arise or may be faced by it in the course of the performance of its obligations under this Agreement.

6.10.2 The PE acknowledges and hereby accepts the difficulties, inputs, costs, time,

resources, risks and hazards associated with the performance of its obligations hereunder and hereby agrees that SAMB shall not be liable for the same in any manner whatsoever to the PE, other than as expressly provided in this Agreement.

6.10.3 The PE shall not be entitled to make any claim against the SAMB or any

Government Authority whether for rescission, in damages or otherwise on the grounds of any misunderstanding or misapprehension in respect of incorrect or insufficient information given to it by any entity, whether or not in the employment of the SAMB or any Government Authority, nor, unless expressly provided otherwise in this Agreement, shall the PE be relieved from any obligations or risks imposed on or undertaken by it in relation to the works or otherwise on any such ground or on the ground that it did not or could not foresee any matter which may, in fact, affect or have affected the performance of its obligations hereunder.

6.10.4 It is clarified that all fossils, antiquities, structures and/or other remains or things

either of archaeological or of particular geological interest discovered at the State Asset or in the course of carrying out any work shall not be the property of the PE and PE shall have no right or interest in such fossils, antiquities and structures.

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CHAPTER VII SERVICE QUALITY REQUIREMENTS, DEVELOPMENT STANDARDS AND

PRODUCT STANDARDS 7.1 It is the intention of the Parties that the PE shall design, engineer, finance,

procure for, construct, operationalize and maintain the MTM to bring it to and maintain it at a world class standard of Terminal Markets in terms of the quality of the facilities, management and the quality of service provided to all MTM Users. These would be achieved through a set of guidelines and standards for the Market and Essential Services, which need to be implemented within a given time frame. Without prejudice to the generality of the foregoing, the PE shall undertake the following in order to establish mechanisms to review and assess performance in respect of service delivery, management systems and product quality.

7.1.1 ISO 9000 certification:

(a) Requirement:

The PE will, within four (4) years from the Effective Date, achieve and thereafter maintain throughout the Term, ISO 9000 certification (or appropriate substitute certification in the event of ISO 9000 certification being discontinued) for all facilities relating to Market and Essential Services of the MTM.

(b) Report:

The PE shall provide to the Nodal Officer, in a timely manner, a copy of the ISO 9000 certification.

(c) Default:

At any time after the expiry of four (4) years after Effective Date, in the event that the MTM has not achieved ISO 9000 certification, the PE shall produce an action plan within 30 days that sets out how it will address the deficiencies and these initiatives shall be immediately implemented.

Should the PE fail to produce such an action plan within 30 days or if the MTM (or any part thereof) continues not to achieve ISO 9000 certification, for further 6 months from the date of submission of action plan or fails to maintain the certification at any time during the Term after having achieved certification, the PE shall thereafter pay to the SAMB 0.5% of the Revenue for every month, that the MTM does not achieve or maintain ISO 9000 certification, as the case may be, as liquidated damages.

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7.1.2 Objective Service Quality Requirements

(a) Requirement

The PE shall within the time frame mentioned therein, achieve the Objective Service Quality Requirements for Market Services as set out in Schedule 5.

(b) Report

The PE shall on a quarterly basis, measure compliance of Objective Service Quality Requirements in accordance with Schedule 5 and provide compliance reports to the SAMB in a timely manner.

(c) Default

At any time after the PE is obligated to achieve and maintain a particular Objective Service Quality Requirement, in the event that the immediately succeeding quarterly report shows that the MTM (or any part thereof) is rated below the respective Objective Service Quality Requirement, the PE will achieve the particular Objective Service Quality Requirement within 30 days of the last submitted quarterly report.

Should the PE fail to achieve the above, or if the MTM (or any part thereof) continues to perform below the targets mentioned in Schedule 5, the PE shall pay to the SAMB 0.5% of the Revenue for every month that the standards are below any of the Objective Service Quality Requirements, as liquidated damages.

7.1.3 Development Standards and Requirements

(a) Requirement

It is the intention of the Parties to achieve a MTM with world-class facilities. The design, engineering, financing, procurement for, construction, operationalization and maintenance of the MTM (including all Transfer Assets) will comply with all appropriate technical requirements as set out in international, national and local standards and laws and in particular will comply with the requirements set out in Schedule 4.

(b) Report

The PE shall provide to the SAMB in a timely manner, full information and report on each development that is completed, in accordance with the Master Plan Review and a quarterly report in respect of developments completed or under progress for the entire MTM and on the results achieved for each completed development for each of the Development Standards and Requirements measures.

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(c) Default

i. If after the review of such reports furnished by the PE and independent verification carried out by the IC on the Market and Essential Services, the IC certifies that a particular development under progress at the MTM (or any portion thereof) is below the respective Development Standards and Requirements, which post notification of the SAMB to the PE is not rectified prior to completion of that development;

Or ii. the completion report of any development submitted by the PE

shows that the development at the MTM (or any portion thereof) is below the respective Development Standards and Requirements;

Or iii. two consecutive quarterly reports of various developments in

progress show that the MTM (or any portion thereof) is rated below the respective Development Standards and Requirements

In respect of any of the aforesaid default, the PE shall pay to the SAMB 0.5% of the capital cost of each relevant development for every month that the standards are below any of the Development Standards and Requirements as liquidated damages.

7.1.4 In the event the PE believes that some of the measures or targets mentioned in

any of Schedules 4, 5 or 6 should be revised or changed (as a result of technological changes, or changes to business practices, rendering the existing measures or targets redundant), it shall provide a full written explanation of its proposals to the SAMB, which shall assess and finally decide, at its sole discretion, whether any changes should be made.

7.1.5 In the event the SAMB believes that some of the measures or targets mentioned

in any of Schedules 4, 5 or 6 should be revised or changed for any reason, it shall provide a full written explanation of its proposals to the PE, and the Parties shall mutually consult with each other to determine if any changes to the said measures or targets should be made.

7.1.6 Product Standards

The PE should endeavour to supply products through the MTM that adhere to the accredited quality standards as prescribed in the Schedule 6. It should be the aim of the PE to be accepted as a market manager ensuring accredited supply of goods over a defined time frame. The PE must submit its program for the same in its Master Plan.

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CHAPTER VIII MONITORING AND INFORMATION

8.1 The PE shall submit the following reports to the Nodal Officer and the IC on a

regular basis: a. Monthly activity report with respect to Market, Essential and Non-Market

Services; b. Other operating statistics as required by the GOI, the SAMB and relevant

authorities; c. Reports on various indicators of performance measurement as specified in this

Agreement; d. Quarterly financial accounts; e. Annual budget; f. Master Plan Review; g. If required by the SAMB, the Nodal Officer and the IC, the daily volume & price

record; h. Such other reports/ information (or analysis thereof) that the SAMB or the IC

may request from time to time 8.2 Maintenance of Records

a. The PE shall maintain accurate, up-to-date and complete financial records in accordance with the requirements of Applicable Laws and this Agreement;

b. The PE shall maintain accurate, up-to-date and complete records relating to the

operation and maintenance of assets, which it owns or operates, and the operational performance of the MTM separately under Market, Essential and Non-Market Services;

c. The PE shall make available and, if requested by the Nodal Officer and the IC,

provide copies of the records referred to in Clause 8.1 for inspection by the Nodal Officer and the IC. The Nodal Officer shall be entitled to appoint one or more authorized representatives to check and take copies of any such records. The PE shall provide the Nodal Officer and the IC with such further information, explanations and other assistance as may be reasonably required by the Nodal Officer and the IC or any of its authorized representatives for the purpose of checking any of such records;

d. All records required to be maintained in accordance with Clause 8.1 shall be

held for a period of at least thirty (30) years from the date of creation of the relevant records, in physical form, and for a period of at least thirty (30) years after the expiry of Term of the Agreement, in digitally signed electronic form

8.3 Provision of Accounts

(a) If required, the PE shall deliver to the Nodal Officer, copies of the Annual Report, Audited Profit and Loss Account, Balance Sheet and Cash Flow Statement for the PE (and (if applicable) for any subsidiary of the PE) as at the end of and for that accounting reference period, together with copies of all related director’s and auditor’s reports. The financial statements shall clearly be demarcated between Transfer and Non-Transfer Assets;

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(b) Each set of accounts delivered hereunder shall, save as stated in the notes thereto, be prepared and audited in accordance with the accounting principles and auditing standards and practices generally accepted in India and consistently applied and in accordance with all Applicable Laws and, together with those notes and subject to any qualifications contained in any relevant Auditor’s report, shall give a true and fair view of the state of affairs and profits or loss for the period covered by such accounts;

(c) The accounting reference period of the PE shall be a twelve (12) months period. 8.4 Changes in Business

The PE shall inform the Nodal Officer of any material change or proposed material change in the conduct or condition of the MTM, as soon as reasonably practicable prior to (or, if it is not reasonably practicable prior to, as soon as reasonably practicable after the occurrence of) any such change, (including the termination of any key contracts, any litigation or other dispute which may have a material effect on the MTM and any material change in or restructuring of the capitalization or financing of the PE).

8.5 Rights of Inspection

The SAMB and its representatives shall have rights to inspect at any time any part of the MTM Site or any of the assets at the MTM and undertake any survey or other check in order to monitor compliance with the PE’s obligations under this Agreement, or check the quality of service performance by the PE or any relevant authority, or for any other reason whatsoever, for which purpose the PE shall grant such access or procure the grant of such access (including to or from third parties) as they shall reasonably require in connection therewith, provided that such persons shall not interfere with the performance of the relevant works or give any instruction in relation thereto or interfere with the carrying on of the MTM Services.

8.6 Access to Management

The SAMB shall be entitled to reasonable access, from time to time to the senior management staff and other relevant officers and employees of the MTM at reasonable times and following reasonable notice to the person(s) concerned.

8.7 Notification of Disputes

The PE shall notify the nodal officer of any dispute that arises or is threatened against the PE and/or the MTM, the adverse outcome of which might have a material adverse effect on the PE or the MTM, or any of the MTM Services.

8.8 Information Warranty 8.8.1 The PE hereby warrants to the SAMB that:

1. each set of audited accounts provided/to be provided by the PE under this Agreement are and will be a true and fair state of the financial affairs and condition of the PE as for the period for which such accounts relate;

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2. each of Master Plan and Master Plan Review is and will be prepared in good faith

with proper care and diligence and represents/ will represent fair, reasonable and complete information, estimates and forecasts and has no/ would have no material omissions;

3. all other information provided to the Nodal Officer, the IC and the SAMB under

this Agreement is true, accurate and complete in all material respects.

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CHAPTER IX REVENUES TO THE SAMB

9.0 SAMB Authorization

The SAMB shall authorize the PE to collect the Market Fee on behalf of SAMB, as per the existing laws and rules. Towards this, the PE should use services of any scheduled commercial bank.

The SAMB further authorizes the PE to collect a fixed User Charges (to be decided mutually between the PE and the SAMB) to be collected from the Users based on commercial considerations.

9.1 In consideration of the aforementioned Grant, the PE hereby agrees to make the

following payments to the SAMB in the manner and at the times mentioned hereunder.

9.1.1 Market Fee

The PE shall be liable for payment of the market fee to the SAMB for all the agricultural produce, perishable and/ or non-perishable, which is transacted through the electronic auction system or otherwise of the MTM. The Market Fee shall be provided for in the TRA on an ongoing basis. The PE shall at all times be liable to pay the Market Fee to the SAMB on a periodical basis, in a form and manner, as specified by SAMB from time to time. The entire Market Fee shall be retained by the SAMB. In case of non-payment of Market Fee to the SAMB within the time period stipulated as above, the PE shall be liable to pay a penal interest rate, as specified by the SAMB from time to time, as calculated on a daily basis on the outstanding arrears in this respect.

9.1.2 Revenue The PE shall be liable for payment of ______ % of its Revenue (as per its Financial

Bid), exclusive of Market Fee, to the SAMB on a periodical basis, in a form and manner, as specified by the SAMB from time to time.

In case of non-payment of Revenue to the SAMB within the time period stipulated as above, the PE shall be liable to pay a penal interest rate, as specified by the SAMB from time to time, as calculated on a daily basis on the outstanding arrears in this respect.

9.1.3 The applicable Revenue used for final verification/ reconciliation of the Market

Fee and other Revenue shall be the Revenue of the PE as certified by an Independent Auditor.

9.2 Right of Inspection

The SAMB and its representatives shall be permitted to inspect at any reasonable time the books, records and other material kept by or on behalf of the PE in order to check or audit any information (including the calculation of Revenue) supplied to the SAMB under this Agreement. The PE shall make available to the SAMB

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and its representatives such information and grant such access or procure the grant of such access (including to or from third parties) as they shall reasonably require in connection therewith. If any such exercise reveals that information previously supplied to the SAMB was in any material respect inaccurate on the basis of information available to the PE at the time, the costs of any such exercise shall be borne by the PE.

CHAPTER X USER CHARGES

10.1 Market Charges 10.1.1 The PE shall at all times ensure that the Market Charges levied at the MTM shall

be in line with the market conditions; 10.1.2 The Market Charges for Market Services as listed in Schedule 1 (a) 1, 1 (a) 5, 1 (a)

19, 1 (b) 1, 1 (b) 4 and Advisory Services shall not be borne by the seller of the produce;

10.1.3 The Market Charges for Market Services other than those specified in 10.1.2 above shall be borne by the respective user of the Market Services as applicable.

10.2 Non-Market Charges Subject to the Applicable Laws and any such provisions anywhere in this

document the PE shall be free to fix the charges for Non-Market Services, subject to the provisions of the existing contracts and other agreements. The Non-Market Charges would be payable by the person/ entity availing the service/ facility.

10.3 Charges for Essential Services Notwithstanding the foregoing, Essential Services shall be provided free of

charge to Users unless otherwise specified in Schedule 3.

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CHAPTER XI FINANCING ARRANGEMENTS & SECURITY

11.1 Financing Arrangements and Security

(a) It is expressly understood that the PE shall arrange for financing and/ or meeting all financing requirements through suitable Debt and Equity contributions in order to comply with its obligations hereunder including development of the MTM pursuant to the Master Plan and the Master Plan Review.

(b) Security

(i) This Agreement shall not be assigned by the PE. The Lenders shall not be free to modify the composition of the consortium of Lenders without the prior approval of SAMB. It is further expressly clarified that Lenders that provide financing for Non-Transfer Assets only shall not be given any right of step-in.

(ii) The PE shall not be allowed to create or permit to subsist any Encumbrance

over or otherwise transfer or dispose of all or any of its rights and benefits under this Agreement or any Project Agreements or the Transfer Assets and the Non–Transfer Assets. In this respect, the PE shall clearly demarcate and distinguish, in the Master Plan, Transfer Assets and Non-Transfer Assets. Provided further, any Encumbrance on the Transfer Assets and Non-Transfer Assets shall be subject to the land usage restrictions set forth in the Master Plan.

(iii) The PE shall have different set of loan facilities for the Transfer Assets and

Non–Transfer Assets. (iv) It is clarified that for the purpose of securing its borrowings for the purpose

of the MTM, the PE shall not encumber any assets including Non-Transfer Assets, including an encumbrance or charge creation and hypothecation of any portion of its Revenue.

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CHAPTER XII STEP IN RIGHTS OF SAMB

12.1 Requisition of MTM

(a) In the event of an emergency (as communicated by GOI, through SAMB or otherwise), the SAMB shall have the right, to temporarily assume control of the MTM in place of the PE. During the period in which the SAMB assumes control of the MTM, the SAMB shall be deemed to be the PE for the purpose of discharging the obligations of the PE under this Agreement for the limited period during which the MTM is under the control of SAMB. The duties and obligations of the PE shall be suspended during such period and the SAMB shall operate and maintain the MTM in accordance with the provisions of this Agreement. The SAMB subject to its discretion may allow the PE to retain control of the Non-Market Services during this period.

(b) Any charges in relation to provision of Market Services, Non-Market

Services or commercial activities levied and collected by SAMB during such period shall be held by SAMB for and on behalf of the PE and shall be given to the PE (after levying operational and management cost that accrued to SAMB on an actual basis) subject to the subsequent sub-paragraph (c) of this Clause 12.1.

(c) In the event, the period of step-in, exceeds six (6) months, the same shall

be treated as an event of Force Majeure under Clause 14.1 and dealt with accordingly.

12.2 Interruption of Operation

(a) If following the Effective Date and otherwise than as a result of an event of Force Majeure, the PE ceases the operation of the Market and Essential Services of MTM for more than seven (7) days, at the request of either Party, the SAMB will meet with the PE to discuss and agree a plan and appoint a Joint Operation and Management Committee (and the terms and conditions upon which such committee is to be appointed), to ensure that the operation of the MTM recommences as soon as practicable. If the SAMB and the PE are unable to meet or to agree a plan and appoint a Joint Operation and Management Committee, the SAMB shall be entitled, at the risk and cost of the PE, to operate the MTM either itself or through a nominee. It is expressly agreed that the SAMB will be entitled to collect all Market Charges (that are receivable by the PE on its own account) applicable during such time and set them off against operation costs and expenses incurred by the SAMB.

(b) Before the expiry of forty-eight (48) hours from the time that the SAMB or

its nominee assumes control of the MTM under this Clause 12.2, the PE shall produce an action plan for rectifying the causes of the interruption that caused SAMB or its nominee to take-over the MTM and upon the production of an action plan as acceptable to SAMB, have the right to

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resume control and operation of the MTM, whereupon the SAMB shall be obligated to hand back control and operation of the MTM to the PE.

(c) If any time, within six (6) months of any interruption leading to SAMB or its nominee assuming control of the MTM, the PE once again ceases or substantially ceases the operation of the MTM for more than seven (7) days, and the SAMB takes control of the MTM following the procedure mentioned in Clause 12.2 (a) hereof, then the SAMB will be entitled to collect and retain all Market Charges (that are receivable by PE on its own account) applicable during such time and in addition be entitled to all costs, expenses and liabilities incurred by the SAMB during the time the SAMB or its nominee is operating the MTM. The PE shall, in this regard, indemnify the SAMB for all costs, expenses and liabilities incurred by the SAMB during the time the SAMB or its nominee was operating the MTM. The costs and expenses of the SAMB and indemnification amounts (if any, payable to the SAMB by the PE) shall be paid forthwith by the PE to the SAMB.

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CHAPTER XIII DISPUTES

13.1 Disputes 13.1.1 Amicable Settlement

The Parties shall use their respective reasonable endeavours to settle any Disputes amicably. If a Dispute is not resolved within sixty (60) days after written notice of a Dispute by one Party to the other Party then the provisions of Clause 13.2 shall apply.

13.2 Arbitration 13.2.1 All Disputes arising under this Agreement, that remain unresolved pursuant to

this Clause 13.1.1, shall be referred to Secretary Agriculture, U.T of Chandigarh as sole arbitrator, under the (Indian) Arbitration and Conciliation Act, 1996.

13.2.2 The decision(s) of the Arbitrator shall be final and binding on the Parties. 13.2.3 The venue of arbitration shall be U.T of Chandigarh. 13.2.4 This Clause 13.2 shall survive the termination or expiry of this Agreement. 13.2.5 The governing law of the arbitration shall be the substantive laws of India. 13.2.6 Subject to Clause 13.2.1, the High Court of Punjab & Haryana shall have

jurisdiction over this Agreement. 13.3 Continue performance

While any Dispute under this Agreement is pending, including the commencement and pendency of any Dispute referred to arbitration, the Parties shall continue to perform all of their respective obligations under this Agreement without prejudice to the final determination in accordance with the provisions under this Clause 13.1.

13.4 Governing Law and Dispute Resolution

All Project Agreements and all questions of their interpretation shall be construed in accordance with the OMDA. The Parties agree that they shall attempt to resolve through good faith consultation, disputes arising in connection with this Agreement, and such consultation shall begin promptly after a Party has delivered to the other Party a written request for such consultation.

13.5 Severability In the event that any or any part of the terms, conditions or provisions contained

in this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, conditions or provisions shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

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CHAPTER XIV FORCE MAJEURE

14.1 Force Majeure 14.1.1 The PE, or the SAMB, as the case may be, shall be entitled to suspend or excuse

performance of its respective obligations under this Agreement to the extent that the PE or the SAMB, as the case maybe, is unable to render such performance pertaining to Market and Essential Services by an event of Force Majeure (a "Force Majeure").

14.1.2 In this Agreement, “Force Majeure” shall mean:

(i) war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy in each case involving or directly affecting U.T of Chandigarh or the states in which Collection Centers are located;

(ii) revolution, riot, insurrection or other civil commotion, act of

terrorism or sabotage in each case within U.T of Chandigarh or the states in which Collection Centers are located;

(iii) nuclear explosion, radioactive or chemical contamination or

ionizing radiation directly affecting the MTM or the Collection Centers, unless the source or cause of the explosion, contamination, radiation or hazardous thing is brought to or near the MTM by the PE or any affiliate of the PE or any contractor or sub-contractor of the PE or any such affiliate or any of their respective employees, servants or agents;

(iv) strikes, working to rule, go-slows and/or lockouts which are in

each case widespread, nationwide or political. (v) any effect of the natural elements, including lighting, fire,

earthquake, tidal wave, flood, storm, cyclone, typhoon or tornado, within U.T of Chandigarh or the states in which Collection Centers are located;

(vi) explosion (other than a nuclear explosion or an explosion resulting

from an act of war) within U.T of Chandigarh or the states in which Collection Centers are located;

(vii) epidemic or plague within U.T of Chandigarh or the states in

which Collection Centers are located, which has substantially affected the working of the MTM;

(viii) any period of step-in by SAMB, under Clause 12.1 (c) exceeding a

period of six months;

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(ix) any event or circumstances of a nature analogous to any events set forth in paragraphs (i) to (viii) of this Clause 14.1.2 above within U.T of Chandigarh or the states in which Collection Centers are located.

14.1.3 Procedure for Force Majeure

(a) If a Party claims relief on account of a Force Majeure event, then the Party claiming to be affected by the Force Majeure event shall, immediately on becoming aware of the Force Majeure event, give notice of thirty (30) days and describe in detail: (i) the Force Majeure event(s) that has(ve) occurred; (ii) the obligation(s) that have become impossible or unviable to perform; (iii) the dates of commencement and estimated cessation of such event of

Force Majeure ; and (iv) the manner in which the Force Majeure event(s) affect the Party's

obligation(s) under this Agreement. No Party shall be able to suspend or excuse the non-performance of its obligations hereunder unless such Party has given the notice specified above.

(b) The affected Party shall have the right to suspend the performance of the

specific obligation that is directly made impossible or unviable, upon delivery of the notice of the occurrence of a Force Majeure event in accordance with sub-clause (a) above.

(c) The Party receiving the claim for relief under Force Majeure shall, if it

wishes to dispute the claim, give a written notice of dispute to the Party making the claim within thirty (30) days of receiving the notice of claim. If the notice of claim is not contested within thirty (30) days as stated above, all the Parties to this Agreement shall be deemed to have accepted the validity of the claim. If any Party disputes a claim, the Parties shall follow the procedures set forth in Clause 13.1.

14.1.4 Mitigation

The Party claiming to be affected by an event of Force Majeure shall take all reasonable steps to prevent, reduce to a minimum and mitigate the effect of such event of Force Majeure.

14.1.5 Termination Due to Force Majeure

(a) If a Force Majeure event continues for more than 365 days, either Party shall have the right to terminate this Agreement by giving a notice of termination in respect thereof.

(b) In the event of any such termination, the SAMB shall acquire all of PE’s

rights, title and interests to and in the Transfer Assets and Non-Transfer Assets, in accordance with Clause 17.3.

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CHAPTER XV DEFAULT

15.1 PE’s Event of Default

Each of the following events or circumstances, to the extent not caused by a Force Majeure, shall be considered for the purposes of this Agreement as events of default of the PE ("PE’s Event of Default") which, if not cured within the time period permitted, shall provide the SAMB the right to terminate this Agreement in accordance with Clause 15.2:

(a) any material breach by the PE of its obligations under the Agreement or

under the license as issued in Clause 2.1 and such breach is not remedied within ninety (90) days of receipt of written notice from the SAMB specifying such breach and requiring the PE to remedy the same. Provided that if such breach cannot be cured within a period of ninety (90) days after such notice with the exercise of reasonable diligence, then such 90-day period shall be extended for an additional period of thirty (30) days so long as PE exercises reasonable diligence to cure such breach;

(b) a breach of any representation or warranty by the PE which materially

adversely affects the SAMB’s ability to perform its obligations under this Agreement or under the license as issued in Clause 2.1 and such breach, if capable of being remedied, is not remedied within ninety (90) days of receipt of written notice from the SAMB specifying such breach and requiring the PE to remedy the same;

(c) suspension by the PE of the performance of the obligations under this

Agreement or under the license as issued in Clause 2.1 for a period exceeding ninety (90) consecutive days (except during the subsistence of an event of Force Majeure);

(d) failure by the PE to operate and maintain the Market and Essential

Services of the MTM in accordance with the Applicable Laws;

(e) non-achievement or non-maintenance of any of ISO certification in violation of Clause 7.1.1 for a period of ninety (90) days following the date that PE first becomes liable to pay liquidated damages in respect thereof under the provisions of Clauses 7.1.1 (c) ;

(f) continued breach of obligations under Objective Service Quality

Requirements, or Product Standards, or Development Standards and Requirements for a period of three (3) months following the date that PE first becomes liable to pay liquidated damages in respect thereof under the provisions of Clauses 7.1.2 or 7.1.3 respectively;

(g) the PE, directly undertakes or performs either itself or through

concession, sub-concession, agency, lease, license or otherwise, any activity other than MTM Services;

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(h) default by the PE under any provisions of the Financing Documents; (i) failure by the PE to make any payment due hereunder within 30 days of

the due date in respect thereof; (j) more than two (2) interruptions of more than seven (7) days of the Market

and Essential Services in any given 24 month period leading to assumption of control of the MTM by the SAMB in accordance with Clause 12.2 hereof;

(k) non-adherence, violation, non-compliance, or breach of the Master Plan or

any Master Plan Review and non remedy of the same within a period of 90 days;

(l) any transfer of shares or voting rights in any entity or change in Operator

in violation of Clause 2.5; (m) the PE is ordered to be wound up by a court; the PE files a petition for

voluntary winding up; or Levy of an execution or restraint on the PE’s assets; or Appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of PE by a court of competent jurisdiction;

(n) any activity or business undertaken by the PE other than designing,

engineering, financing, procuring for, constructing, operationalizing and Maintaining of the MTM;

(o) the maximum liability for liquidated damage for delay in commencement

or completion of any Mandatory Capital Project as set forth in Clause 6.2 hereof is reached and the said default is unremedied.

(p) the maximum liability for liquidated damages for non incurrence of the

Mandatory Capital Project capital value as set forth in Clause 6.2 hereof is reached and the said default is unremedied.

(q) failure to replenish the Performance Bond to its full amount within one

month after encashment of the entire Performance Bond pursuant to Clause 6.9 (d) hereof,

(r) the PE passes a resolution for voluntary winding up (s) the PE fails to comply with any of the terms and condition of license fee

agreement (t) the PE is adjudged bankrupt or insolvent (u) the PE creates any Encumbrance or lien in favour of any lenders on any

assets built on the MTM site (v) any false intimation/ representation of facts, revenues, etc., in the

Monthly activity report or Other operating statistics or Reports on various

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indicators of performance measurement or Quarterly financial accounts or or daily volume & price record or any report and/ or information that the SAMB or the IC may request from time to time. This Clause is to be read, in particular, with Clause 9.2.

15.2 Consequences of Default 15.2.1 Termination Notice

(a) In the event of a PE’s Event of Default occurring, the SAMB, or any entity designated by it, shall have the right to submit a notice of its intention to terminate this Agreement (“Notice of Intention to Terminate”). The SAMB shall specify in detail the Event of Default requiring the remedy of the same within a cure period of 90 days.

(b) If at the expiry of the cure period of 90 days, the event giving rise to

default of PE has not been remedied, SAMB or any entity designated by it shall have the right, to issue a Termination Notice which shall terminate the agreement at the end of 30 days from the date of issue of such Termination Notice.

15.2.2 Other Consequences of Default

(a) Transfer of Assets: Upon Termination of the Agreement due to the PE’s

Event of Default, all assets developed for the purpose of MTM within the U.T of Chandigarh shall be transferred to SAMB in accordance to Clause 17.1

(b) Compensation: Upon Termination of this Agreement due to PE’s Event of

Default, PE shall not be entitled to receive any monies/ dues/ other amounts as may be applicable at the time of Termination or any other compensation from the SAMB

(c) TRA Account: In the event of the Termination of Agreement due to PE’s

Event of Default, SAMB reserves the right to instruct the TRA Bank to bar the PE from withdrawing any amount from the TRA account (in accordance with Clause 6.6 of the TRA)

(d) Performance Guarantee: SAMB reserves all rights to invoke the

unconditional Performance Guarantee (deposited by the PE) without assigning any reasons

(e) In the event of the Termination of Agreement due to PE’s Event of

Default, the GOI shall be free to move out of the Shareholders’ Agreement of the PE and shall not have any liability on account of its equity contribution and further that the equity contribution of the GOI shall be returned against its shares.

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CHAPTER XVI TERM, EXPIRY & TRANSFER

16.1 Term And Expiry

a) Unless terminated earlier in accordance with Clauses 14.1.5 or 15.2 or 16.1 (b), or by mutual agreement between the Parties in writing, this Agreement shall continue in full force and effect from its commencement from the Effective Date until the 15th anniversary of the Effective Date.

b) Prior to the expiry of 15 years from the Effective Date, the PE shall have the right to extend the term hereof by a written notice for an additional term of 10 years on the same terms and conditions as contained herein subject to the following:

i. No PE’s Event of Default or any other default by the PE triggering

levy of liquidated damages, has occurred during the preceding five (5) years from the date of extension; and

ii Such right of extension being exercised prior to the 12th

anniversary from the Effective Date. Provided however, if PE’s Event of Default or any other default by PE

triggering levy of liquidated damages occurs at any time after the time of exercise by PE of right of extension until the 15th anniversary of the Effective Date, then PE’s right of extension of an additional term of 10 years shall lapse unless otherwise agreed by the SAMB.

(c) In the event this Agreement is not extended by an additional period of 10

years in the manner provided hereinabove, then the Agreement shall expire on the 15th anniversary of the Effective Date. The license fee deed shall be terminated and there shall be no obligation whatsoever of either parties towards each other.

(d) In the event this Agreement is extended by an additional period of ten

(10) years in the manner provided in Clauses 16.1 (a) and (b), and this Agreement is not terminated prior to the 15th anniversary, then the Agreement shall expire on the 25th anniversary of the Effective Date.

(e) The total duration of the validity of this Agreement from the Effective

Date for an initial period of fifteen (15) years, and if extended by an additional period of ten (10) years, then such twenty-five (25) years, unless terminated earlier in accordance with the term hereof, shall be the Term hereof.

(f) Subject to the Effective Date, this Agreement shall come into full force and

effect from the Effective Date and shall, unless terminated earlier, continue in full force and effect for the entire term of the OMDA (“Term”) and shall be co-terminus with the OMDA. For abundant caution, it is hereby expressly clarified that this Agreement shall terminate automatically with the expiry or early termination of the OMDA.

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CHAPTER XVII TRANSFER PROVISIONS

17.1 Transfer Provision in case of PE’s Event of Default: 17.1.1 Without prejudice to any other requirement in this Agreement or under any law,

the following consequences shall follow upon termination of this agreement due to the PE’s event of default:

a. Transfer of Assets (both Transfer Assets and Non-Transfer Assets):

i. All movable property, stocks, materials, vehicles and spares related to Transfer and Non-Transfer Assets developed for the purpose of MTM within the U.T of Chandigarh shall be transferred to the SAMB or its nominee, clear of any Encumbrances;

ii. All immovable property, assets, structures, buildings, edifices,

court- areas, ways, walls, compounds related to Transfer and Non-Transfer Assets developed for the purpose of MTM within the U.T of Chandigarh shall be transferred to the SAMB or its nominee, clear of any Encumbrances;

iii. SAMB shall have no liability, whatsoever, for any of the contracts/

agreements/ arrangements/ sub-contracts, etc., entered into by the PE with any third party at any time.

17.1.2 Furthermore, notwithstanding anything contained in this Clause 17.1, no liability

(accrued or contingent) or obligation of the PE or relating to the MTM arising on account of actions or inactions prior to the Transfer Date shall be assumed or transferred to the SAMB or its nominees.

17.1.3 Without prejudice to the foregoing, the PE agrees to indemnify and keep

indemnified the SAMB from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses whatsoever which may be sustained or suffered by the SAMB as a result of any actions or omissions of the PE prior to the transfer of the Transfer Assets and/ or Non-Transfer Assets. It is expressly understood by the Parties that this Clause shall survive the termination or expiry of this Agreement.

17.2 PE shall in accordance with Good Industry Practice ensure that all property,

assets, rights and other items (constituting Transfer Assets and such Non-Transfer Assets as are selected by the SAMB, as the case may be) which are vested in or transferred to the SAMB shall be in good working order and in a good state of repair and that the MTM is transferred to the SAMB as a going concern in good operating order. For this purpose, the Independent Consultant shall conduct an audit of the assets being transferred. In the event any of assets which are vested in or transferred to the SAMB are not fit for purpose/ in a good state of repair/ as would be expected of an international Terminal market, as certified by an Independent Consultant, then the cost or capital expenditure required to be incurred to bring it to good state of repair of all such assets shall be payable by the PE to the SAMB.

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17.3 Transfer Provision in case of Expiry of Term of OMDA/ Force Majeure:

Unless terminated, the OMDA shall continue in full force for the entire term of 15 or 25 years, as the case may be. The following shall be the provision for the transfer of assets at the expiry of the Term or in the event of a Force Majeure:

i. Immovable Assets: All immovable property, assets, structures, buildings,

edifices, court- areas, ways, walls, compounds related to Transfer and Non-Transfer Assets developed for the purpose of MTM within the U.T of Chandigarh shall be transferred to the SAMB or its nominee, clear of any Encumbrances. The valuation of Immovable Assets to be transferred to SAMB shall be carried out by the Independent Consultant based on the depreciated construction cost of Mandatory Capital Projects as reflected in the Master Plan

ii. Movable Assets: All movable property, stocks, materials, vehicles and spares

relatable to Transfer and Non-Transfer Assets developed for the purpose of MTM within the U.T. of Chandigarh shall be retained by the PE

iii. Payment of Transfer Amount: The assessment of the value and the transfer of

the assessed amount to the PE shall be done in a form and manner provided herein:

Following any exercise of the right of the SAMB to acquire the immovable assets, commencing from the Transfer Date, the SAMB shall conduct an audit of the books of the PE through an Independent Consultant, to assess the value of the relevant immovable assets that are being transferred. The assessment shall be done for all immovable properties that were listed by the PE at the time of submission of the Master Plan and subsequent Master Plan Reviews.

Following such an appointment, the valuation of the immovable assets shall

be determined by the IC on the basis of the depreciated construction cost. The SAMB shall then make the transfer payment to the PE. The transfer payments shall be made within six (6) months from the Transfer Date.

iv. No obligation other than the transfer payment shall be vested in the SAMB

and no obligation, whatsoever, shall be vested in the GOI or Chandigarh administration at the end of the expiry of the Term.

17.4 Pre-termination Obligations

Termination of this Agreement shall be without prejudice to all rights and obligations having accrued to the SAMB and/ or the PE (or which may thereafter accrue in respect of any act or omission prior to such termination) and without prejudice to those provisions which expressly provide for continuing obligations or which are required to give effect to such termination or the consequences of such termination.

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17.5 Other Rights of Termination

The Parties’ rights to terminate this Agreement shall be limited to those expressly set out in this Agreement.

17.6 Transfer costs and taxes, if applicable, for the transfer of the MTM consequent to

termination of this Agreement shall be borne by the PE in the event of termination due to a PE’s Event of Default.

17.7 It is clarified that any payment for transfer of Transfer Assets and/or Non-

Transfer Assets to be made by the SAMB under this Agreement, shall be reduced by and adjusted for: (i) any amounts due and payable by the PE to the SAMB; and (ii) any insurance monies received by the PE or due and payable to the PE in respect of claims (for the relevant Transfer Assets/ Non-Transfer Assets being transferred) made since the occurrence of the PE’s Event of Default/ event of Force Majeure which led to the termination of this Agreement, as the case may be.

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CHAPTER XVIII GENERAL

18.1 Indemnification 18.1.1 The PE hereby agrees and undertakes that during the Term and thereafter, it

shall indemnify and keep indemnified and otherwise save harmless, the SAMB, its agents and employees, from and against all claims, demands made against and/ or loss caused and/ or damages suffered and/ or cost, charges/ expenses incurred or put to and/ or penalty levied and/ or any claim due to injury to or death of any person and/ or loss or damage caused or suffered to property owned or belonging to the SAMB, its agents and employees or third party as a result of any acts, deeds or things done or omitted to be done by the PE or as a result of failure on the part of the PE to perform any of its obligations under this Agreement or on the PE committing breach of any of the terms and conditions of this Agreement or on the failure of the PE to perform any of its statutory duty and/ or obligations or failure or negligence on the part of the PE to comply with any statutory provisions or as a consequence of any notice, show cause notice, action, suit or proceedings, given, initiated, filed or commenced by any third party or Government Authority or as a result of any failure or negligence or default of the PE or its contractor(s) and/ or sub-contractors and/ or invitees as the case may be, in connection with or arising out of this Agreement and/ or arising out of or in connection with the PE’s use and occupation of the MTM Site and/ or the MTM and/or the provision of the MTM Services.

18.1.2 It is expressly understood by the Parties that this Clause shall survive the

termination or expiry hereof. 18.1.3 It is hereby expressly agreed that the SAMB shall not be liable to indemnify the

PE, its agents or employees, in respect of any claims, demands made against and/ or loss caused and/ or damages suffered and/ or cost, charges/ expenses incurred or put to and/ or penalty levied and/ or any claim due to any actions or omission of the SAMB in relation to the MTM after the Effective Date.

18.2 Procedure in Case of Third Party Claims 18.2.1 In the event of any demand or claim by any third Entity against a Party hereof,

which claim or demand would be payable by a Party at first instance (the “Payee”), but would sought to be claimed from the other Party hereof (the “Indemnifier”) pursuant to clause 18.1.1 above, then the Payee shall without undue delay from becoming aware of the matter notify the Indemnifier of such matter in writing, describing the potential claim in reasonable detail and, to the extent possible, state the estimated amount of such claim.

18.2.2 Furthermore, the Payee shall make available to the Indemnifier a copy of the

third party claim or demand and give the Indemnifier the opportunity to defend the Payee against such claim, employing their own counsel at their sole costs, expense and risk. The Indemnifier, at its own cost, shall have the right to defend the claim by all appropriate proceedings and shall have the sole right to direct and control such defense. In particular, without limitation, the Indemnifier may (i) participate in and direct all negotiations and correspondence with the third party, (ii) appoint and instruct counsel acting, if necessary, in the name of the

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Payee (with all costs and expenses to be borne by the Indemnifier), and (iii) require that the claim be litigated or settled in accordance with the Indemnifier's instructions. The Indemnifier shall conduct such proceedings in good faith and take into account the interest of the Payee. As long as the Indemnifier is defending a claim, the Payee shall provide or cause to be provided to the Indemnifier or its representatives, any information reasonably requested by it and/or relating to such claim, and the Payee shall otherwise cooperate with the Indemnifier and its representatives in good faith in order to contest effectively such claim. The Indemnifier shall inform the Payee in writing without undue delay of all developments and events relating to such claim, and the Payee shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim.

18.2.3 If the Indemnifier does not assume control of a defense of a specific claim, the

Payee may assume full control of such defense and such proceedings. If requested by the Payee, the Indemnifier shall cooperate in good faith with the Payee in order to contest effectively such claim. The Indemnifier shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim.

18.2.4 In no event shall the Payee be entitled to acknowledge or settle a claim or permit

any such acknowledgement or settlement without the Indemnifier's prior written consent, insofar as an indemnification is sought in respect of such claim from the Indemnifier.

18.3 Miscellaneous 18.3.1 Amendments

No amendment or waiver of any provision of this Agreement, nor consent to any departure by any of the Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties hereto and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

18.3.2 Agreement to Override Other Agreements; Conflicts

(a) This Agreement shall supersede all previous agreements or arrangements

between the Parties, including any memoranda of understanding entered into in respect of the contents hereof and represents the entire understanding between the Parties in relation thereto.

(b) In the event of a conflict between the terms of this Agreement and those

of any other Project Agreement, the terms of this Agreement shall prevail. 18.3.3 Severance of Terms

If any provisions of this Agreement are declared to be invalid, unenforceable or illegal by any competent arbitral tribunal or court, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Agreement which shall continue in full force and effect.

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18.3.4 Language All notices, certificates, correspondence or other communications under or in connection with this Agreement, any other Project Agreement or the Project shall be in English

18.3.5 Notices

Any notice required or permitted under the terms of this Agreement or required by law shall, unless otherwise agreed, be in writing and shall be delivered in person, sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed to the respective parties as follows:

The State Agriculture Marketing Board:

Address: Fax No.:

The PE: Address: Fax No.:

or such other address or telex number as may be notified by that Party to the other Party from time to time, and shall be deemed to have been made or delivered (i) in the case of any communication made by letter, when delivered by hand, by recognized international courier or by mail (registered, return receipt requested) at that address and (ii) in the case of any communication made by telex, when transmitted properly addressed to such telex number. In case any Party changes its address, communication numbers, or directed attention as set forth above, it shall notify the other Party in writing prior to the adoption thereof.

18.3.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India and the law of U.T of Chandigarh.

18.3.7 Original Document

This Agreement is made in two (2) original copies, each having the same contents and the Parties have read and thoroughly understood the contents hereof and have hereby affixed their respective signatures and seals before witnesses.

18.3.8 Confidentiality Neither the PE nor the SAMB shall, unless otherwise agreed (which agreement

may be on such general or specific terms as the parties may determine), disclose to any third party any information which is the property of the other party to this Agreement or which otherwise relates to its business, secrets, dealings, transactions or affairs unless, and to the extent that, such disclosure:

(a) is reasonably required for the exercise or performance by either party of

its rights or obligations under this agreement; or (b) is required pursuant to any relevant statutory or regulatory requirements

or duties or any relevant terms of the Applicable Laws; or

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(c) relates to information which is already in the public domain, other than as a result of breach of this Clause by the party seeking to make such disclosure;

Provided that, in the case of any disclosure in accordance herewith, the Party disclosing such information shall, so far as reasonably practicable, impose on the third party receiving such information such obligations as may be appropriate to maintain its confidentiality.

18.3.9 Assignment Notwithstanding any change in the Applicable Law after the date hereof which

might otherwise permit the assignment of this Agreement, no Party may assign this Agreement or any right or obligation arising under or pursuant to it or any benefit or interest herein

(a) By PE

The PE shall not assign, transfer, mortgage, charge, sub-let, deal with, sub-contract, sub-license or otherwise grant rights in or over all or any of the rights, or all or any of its obligations or liabilities under this Agreement.

(b) By SAMB

Without thereby implying any restriction on the SAMB otherwise assigning, transferring, dealing with or granting rights in or over all or any of its rights or obligations under this Agreement, it is expressly recognized that, without requiring the consent of the PE:

(i) the SAMB may assign the benefit of or create any other

encumbrance upon all or any of its rights hereunder; and

(ii) the SAMB may assign and transfer all or any of its rights and obligations under this Agreement subject to the SAMB guaranteeing to procure full and complete observance and performance of all such obligations by the assignee.

18.3.10 Change in Law

It is expressly clarified that any event or occurrence after the Bid Date that may constitute a ‘change in law’ or alleged ‘change in law’ shall not be a ground for any alteration or amendment to any term hereof or of any rights and obligations flowing from this Agreement. The rights and obligations hereunder shall not be prejudiced by any event that may constitute a ‘change in law’ or an analogous event or circumstance.

18.3.11 Time is of the Essence Time shall be of the essence of this Agreement, both as regards the dates, periods or times of day mentioned and as regards any dates, periods or times of day which may be substituted for them in accordance with this Agreement.

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18.3.12 In consideration of the grant of the rights hereunder to the PE, the SAMB shall have the right to nominate one (1) Director on the Board of the PE at all times.

18.3.13 Survival

Clauses [1, 15, 17 and 18] shall continue to bind the Parties notwithstanding the termination of this Agreement.

18.4 Entire Agreement This Agreement, together with all Schedules and attachments hereto, represents

the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes any prior agreement or understanding, written or oral, that the Parties may have had.

18.5 Amendment No addition, amendment or modification of this Agreement shall be effective

unless it is in writing and signed by both Parties. 18.6 No Partnership This Agreement shall not constitute or be interpreted to constitute a partnership

between the Parties. Neither Party shall have any authority (unless expressly conferred in writing by virtue of this Agreement or otherwise and not revoked) to bind any other Party as its agent or otherwise.

18.7 No Waiver No failure on the part of the SAMB or the PE to exercise, and no delay on their

part in exercising, any right, power, privilege or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Unless specified otherwise, the rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any other rights, powers, privileges or remedies (whether provided by law or otherwise).

18.8 Sovereign Immunity The SAMB unconditionally and irrevocably:

i. agrees that the execution, delivery and performance by it of this Agreement, to which it is a party, constitute private and commercial acts rather than public or governmental acts;

ii. agrees that, should any proceedings be brought against it or its assets in

relation to this Agreement or any transaction contemplated by this Agreement, no sovereign immunity from such proceedings shall be claimed by or on behalf of itself or with respect to its assets.

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized officers and representatives as of the day and year first above written. Signed by For and on behalf of the State Agriculture Marketing Board In presence of (1)

(2)

Signed by For and on behalf of the PE In presence of (1)

(2)

IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representatives of the Parties hereto on the day and year first above written. For and on behalf of the State Agriculture Marketing Board WITNESS: 1. ___________________ 2. ___________________ For and on behalf of [ ] WITNESS: 1. __________________ 2. __________________

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SCHEDULE 1 MARKET SERVICES

1. “Market Services” shall mean the provision of the following User facilities and services at the MTM: (a) Facilities and services to be provided at the central MTM for Perishable Agricultural Produce handled by the PE:

1. Electronic auction facility 2. Cold storage facility 3. Temperature controlled warehouse 4. Ripening chamber 5. Sorting, grading, washing and packing lines 6. Labelling of produce 7. Quality testing facility 8. Material handling equipment (palletisation and plastic crates ) 9. Movement and parking facility for vehicles 10. Futures trading facility 11. Transport services (including cool chain) 12. Banking services including settlement of transactions 13. Vehicle fuelling services 14. Waste and refuse treatment and disposal 15. Basic lodging services 16. Storage area of plastic crates 17. Standards for the produce arriving at the market 18. Bulk Weighment etc 19. Price displays / bulletin service

(b) Facilities and services to be provided at the collection centre for Perishable

Agricultural Produce handled by the PE 1. Washing, grading, sorting, weighment services 2. Transport services to central MTM 3. Plastic crates 4. Facility for collection and aggregation of produce 5. Banking services including settlement of payment 6. Multi-modal transport

In addition to the above which can be chargeable, the MTM will provide the following User facilities and services free of charge to the MTM Users:

1. Price information display screens both at the central MTM and the collection centres for Perishable Agricultural Produce

2. Advisory on inputs, prices and quality for Perishable Agricultural Produce

The minimum capacity shall be the capacity of the Market Assets providing Market Services as submitted and approved in the DPR. The PE shall collect user charges for these services in line with the prevailing market conditions.

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SCHEDULE 2 NON MARKET SERVICES

“Non Market Services” shall mean the provision of the following indicative User facilities and services at the MTM:

a. Business Centre services b. Catering and restaurant services c. Freight consolidators d. Convenience Stores e. Retail shops (limited to agricultural produce) f. Kisan Bhawan with dormitory services including g. Locker rental h. Logistic Centers i. Messenger services j. Porter service k. Vehicle rental services l. Vending services m. Processing facilities n. Petrol Pump

The PE shall collect user charges for these services in line with prevailing market conditions. The room rentals for the Kisan Bhawan shall be as follows, which shall be reviewed on an annual basis: 1. Dormitory Services: Rs. 50 per head per day 2. Economy Rooms: Rs. 400 per head per day 3. Standard Rooms: Rs. 800 per head per day 4. Deluxe Rooms: Rs. 1200 per head per day

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SCHEDULE 3 ESSENTIAL SERVICES

“Essential Services” shall mean the provision of the following User facilities and services at the MTM. These are:

a. Toilets and nursing mothers rooms b. Waiting rooms c. Drinking water d. Cleaning, heating, lighting and air conditioning public areas e. Facilities for the disabled and other special needs people f. Information desks g. Policing and general security h. Fire fighting services i. Emergency services j. Any other services deemed to be necessary for the safe and efficient

operation of the MTM. In addition to the above which are non-chargeable, the MTM will provide the following User facilities and services at nominal rates to the Users:

a. Infrastructure/ Facilities for Post Offices b. Infrastructure/ Facilities for Public telephones c. Infrastructure/ Facilities for access to internet d. Vehicle parking

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SCHEDULE 4 DEVELOPMENT STANDARDS AND REQUIREMENTS

The design of Market and Essential Services of MTM facilities is to comply with all appropriate technical requirements, including the following: Development Planning Principles General:

(a) Minimum Market capacity for the MTM area as per the DPR and Master Plan submitted by the PE

(b) Free access to and presence in it to registered persons taking part in activities related to the operations

(c) There will be separate entry and exit for participants and vehicles (d) Terminal market will be open for business everyday in line with the market

requirements (e) The hours of each of activities/ facilities carried out in the market will be decided

by the PE (f) All facilities will be capable of 24 hour operations (g) All plans must incorporate Mandatory Capital Projects (h) Safety, sanitary and medical requirements must be fully complied with relevant

act, rules and regulations prescribed by the law or the PE Ripening Chambers and Cold Storage:

(a) Ripening chambers must be equipped with all desired equipments and devices (b) Size/ capacity must be in line with the type of produce (c) Temperature, humidity, gassing and venting must be easily adjustable

Electronic Grading-Sorting lines:

(a) Separate grading-sorting equipments/ processes should be adopted depending upon the requirement for different produce

(b) The practices adopted must provide for maintenance of quality and hygiene for grading and sorting

(c) Facilities should meet all essential service standards (d) Grading Sorting Line must be capable of incremental expansion with minimum

impact on current operations Quality Station:

(a) Separate and Trained staff should be appointed for the quality station (b) Adequate facilities to check the quality of produce being marketed must be

provided Pre-cooling Unit:

(a) Development of pre-cooling facilities must be done as per the nature of different produce

(b) It must provide for quality and hygiene standards (c) It should meet the all technical and quality criteria as per the Master Plan by the

PE

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IT Application and Networking The MTM must be adequately supported by IT and automated data processing systems with provisions for networking with other agricultural markets and market boards and such other institutions as decided by the SAMB. Development Standards for buildings 1. National Building Code (India) Confirm to the latest edition of National Building Code (NBC) which sets out safety and durability aspects to be incorporated into building structure. 2. Indian Standard Codes Confirm to the relevant code for the specific aspect of development. The Indian Standard Codes are a comprehensive range of Standards and practices as per Bureau of Indian Standards, to be adopted in all aspects of design and construction in India. 3. Electrical Specifications All electrical equipments, wiring and provisions for the supply of power and lighting at MTM shall conform to the relevant standards laid down in the Indian Electricity Act 4. Fire Safety Conform to appropriate Fire Safety Standards as applicable 5. Statutory Agency Requirements Meet all requirements of the statutory agencies, including Ministry of Agriculture, Customs authorities, Ministry of Environment & Forests and the Pollution Control Board. 6. Applicable Laws: Adhere to all conditions, regulations, measures and all requirements of whatever kind imposed by local bye-laws and other applicable Central, and Local laws of U.T. of Chandigarh.

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SCHEDULE 5 OPERATION AND MAINTENANCE STANDARDS AND REQUIREMENTS

Operation Planning Principles The operation and maintenance of the Market and Essential services of MTM will at all times be in compliance with the following:

a. Ensure that the electronic auction, controlled atmospheric storage, cold storage, ripening chamber and other infrastructure are operated and are maintained in accordance with the stated provisions at the MTM;

b. Ensure that appropriate arrangements are in place at the MTM to prevent man/animal nuisance in and around the operational area;

c. Ensure that suitable contingency arrangements are in place at the MTM to deal with the following events:

i. removal of disabled machinery/ equipment from the market complex;

ii. Equipment/ machine damage/ accidents in and around the vicinity of the MTM;

iii. fires at the MTM; iv. natural calamities and disasters; v. strikes at the MTM;

d. Ensure that emergency alarm bells have been installed to link the facility to the emergency services (fire, medical and police) and to the MTM manager;

e. Provide SAMB with such access to the MTM for its personnel, vehicles and agents as SAMB reasonably requires for the performance of the SAMB Services;

f. Provide SAMB with a continuous supply of electrical power and water sufficient to enable it to perform the SAMB Services;

g. Make the office accommodation and the facility available at all times to SAMB personnel and agents of SAMB deployed at the MTM in the provision of the SAMB Services wherever and whenever required, at terms and conditions applicable to GOI agencies. The PE shall at all times maintain and upgrade the Market equipment as per the provisions of the Master Plan.

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OBJECTIVE SERVICE QUALITY STANDARDS OF MARKET SERVICES5

Minimum Service Levels for Terminal Market Operations

S.No. Parameters Indicative Minimum Service Level

(at the start of Project)

Indicative Minimum Service Level

(after 3 years of completion of Project)

1 Vehicle traffic handling capability per ha of total area[i]

200 800vii

2 Vehicle Parking 95% of drivers have taken less than 3 minutes to park in and go out

95% of drivers have taken less than 2 minutes to park in and go out

3 Maximum Duration of Traffic Congestion during Peak Hours (minutes)

5 Under 3

4 Maximum No of people working per ha of total area[ii]

1000 1000

5 Population handled per ha of total area[iii]

2500 4000vii

6 Labor Availability

98% of all instances inspected on a random basis

99% of all instances inspected on a random basis

7 Loading and Unloading Bay availability for Material

99% of all instances inspected on a random basis

99% of all instances inspected on a random basis

8 Availability of cold storage space for material

At least 10% free space on 95% of all instances inspected on a random basis

At least 10% free space on 95% of all instances inspected on a random basis

9 Document Processing Time (minutes)iv

15 5

10 Receipt of docs to handover of Cash to farmer

20 5

5 The standards for collection centre would be decided as per the discussions with the State Agriculture Marketing Board

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11 Turn-around–time (from material entry into Terminal Market to Auction (minutes)

90 30

13 Waiting Time in queue per individual operation v (minutes)

10 5

15 Processing Time in queue per individual operation v (minutes)

20 5

16 Maximum time for produce to be in open environment (minutes)

30 15

17 Maximum complaint handling time (hours)

24 12

18 Cleanliness Achieve a satisfactory Cleanliness rating of 95% of all instances inspected on a random basis

Achieve a satisfactory Cleanliness rating of 98% of all instances inspected on a random basis

19 Availability of water for animals

99% of all instances inspected on a random basis

99% of all instances inspected on a random basis

20 Access to Emergency Services

100% of all instances inspected on a random basis

100% of all instances inspected on a random basis

Notes: [i] During auction time [ii] Includes employees and labor force [iii] Includes population incident during peak hours including visitors and traders [iv] Includes registration and procedural documents such as receipts and records, etc [v] Operation is defined as an activity related to the core material flow such as weighment, bagging, loading and unloading of each material lot of 10 metric tonnes [vii]Assumes expansion in operations

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SCHEDULE 6 PRODUCT STANDARDS FOR MARKET SERVICES

The MTM should follow the following product standards: (i) “AGMARK Standards” It is mandatory for the MTM to meet the AGMARK Standards of grading and sorting for fresh fruits and vegetables defined by Directorate of Marketing and Inspection (DMI), MoA India at the commencement of operations. (ii) EUREPGAP STANDARD It is desirable to fulfill the requirement of the EUREPGAP standards or other equivalent Standard in case of export to European countries and others over a period of time. The same shall mandatorily need to be in place by the PE within four years of the commencement of the operation of the market. (iii) ISO 17025 It is mandatory to meet the ISO standards for the processes and the services such as ISO 17025 standard in the Quality station. The same shall mandatorily need to be in place within two years of the commencement of the operation of the market (iv) Any other required and well accepted standard can be followed to meet the quality standard of produce in the MTM and the same should be provided in the master plan.

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SCHEDULE 7 MANDATORY CAPITAL PROJECTS

Mandatory Capital Projects’ capital cost shall be at least 75% of the estimated capital cost of the Market and Essential Services submitted in the DPR of the bid. Mandatory Capital Projects’ completion shall be within 15 months from the Effective Date. Based on the details provided by the successful Bidder in the DPR, the modules pertaining to the Mandatory Capital Projects will be decided and incorporated into the OMDA by the State Agriculture Marketing Board. These modules may be revised by the Nodal Officer post submission of the DPR.

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SCHEDULE 8

TRUST AND RETENTION AGREEMENT

Between

[•]

as the Company

and

State Agriculture Marketing Board, U.T. Chandigarh

and

[•]

as TRA Bank

TRUST AND RETENTION AGREEMENT (TRA)

THIS TRUST AND RETENTION AGREEMENT (the "Agreement") is executed at_________ on _____day of ______, 2008 by and amongst: 1. [•], a company incorporated in India under the Companies Act, 1956/ a

banking company registered under the Banking Regulation Act, 1949, with its registered office at [•] (hereinafter referred to as the “TRA Bank” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the FIRST PART;

2. [•], a company incorporated under the Companies Act, 1956 and having its

registered office at [•] (hereinafter referred to as the “PE”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the SECOND PART; and

3. The State Agriculture Marketing Board, U.T. of Chandigarh, having its

principal office at ________________________, (hereinafter referred to as “SAMB”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns) of the THIRD PART.

The TRA Bank, the PE and SAMB are hereinafter collectively referred to as the “Parties” and individually as the “Party”. WHEREAS:

a. SAMB is an authority which is responsible for the development, operation and maintenance of Modern Terminal Market (hereinafter referred to as “MTM”).

b. The PE is established, inter-alia with the objectives of designing, engineering, financing, procuring for, constructing, operationalizing and maintaining the MTM.

c. SAMB and the PE have entered into an Operation, Management and Development Agreement dated [ ] (hereinafter referred to as “OMDA”), whereby SAMB has granted to the PE the right to undertake the Project (as defined hereunder), and the PE has agreed to undertake the Project on the terms and conditions contained therein.

d. Under the terms of the OMDA, it has been stipulated that all Receivables (as defined hereunder) of the PE shall be deposited by the PE into a TRA account and disseminated therefrom in a particular priority order.

e. This Agreement sets forth the detailed mandates, terms and conditions and operating procedures for such TRA account.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable considerations, the receipt and adequacy of which is acknowledged, the Parties hereto agree as follows: 1.1 DEFINITIONS For the purposes of this Agreement, capitalized terms shall have the meaning

set forth hereunder:

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1. “Applicable Law” shall mean all laws, brought into force and effect by GOI, SAMB, U.T of Chandigarh and the local laws of the land including rules, regulations and notifications 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

2. “Authorised Investments” shall mean investment in securities rated at least

AAA by CRISIL or with equivalent ratings by CARE/ ICRA or fixed deposits in banks with at least a AAA rating by CRISIL or equivalent rating by ICRA/ CARE or any other liquid securities

3. “Beneficial Parties” shall mean collectively the PE and SAMB and

“Beneficial Party” refers individually to each of them 4. “Business Day” shall mean any day of the week (excluding Saturdays,

Sunday and public holidays) on which banks in New Delhi are open for business

5. “Company” shall mean a company formed and registered under the

Companies Act, 1956 6. “Dispute” shall mean any dispute, difference, question or controversy

between the Parties arising out of, in connection with or in relation to, this Agreement

7. “Event of Default” shall mean an event of default of the PE under the

OMDA, as certified by the SAMB in a written notice in this regard to the TRA Bank

8. “Market Fee" shall mean the statutory fee payable to the SAMB for

transactions in Agricultural produce 9. “Modern Terminal Market” shall mean assets both at the collection centers

and the central terminal market located in Chandigarh for providing Essential Services, Market Services and Non-Market Services

10. “Month” shall mean a calendar month 11. “Person” shall mean any individual, corporation, company, partnership,

joint venture, association or trust or any other entity or organization 12. “Priority Cash-flow Application” shall have the meaning ascribed to the

term in Section 3.2(B) hereunder 13. “Project” shall mean the designing, engineering, financing, procurement

for, construction, operation and maintenance of the MTM as provided for in this document

14. “Receivables” shall mean any and all cash flows and cash realizations of

the PE accruing from or in relation to the Market and Essential Services of MTM from any source, including all proceeds from any draw-downs

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under its loan agreements, any equity funding received by the PE, refund of taxes, any and all monies due or to become due to the PE from any source including from any performance bonds, letters of credit and instruments of a similar nature and proceeds from any insurance contracts

15. “Statutory Dues” for any Month, shall mean the taxes, duties, charges,

cess, levies and other such analogous payments due under Applicable Law during such Month, as certified by the statutory auditor of the PE

1.2 Interpretation In this Agreement, unless the context otherwise requires, the following rules of interpretation and construction shall apply: 1. A reference to the singular shall include a reference to the plural and vice-versa;

and a reference to any gender shall include a reference to the other gender. 2. A reference to any Clause, Appendix, Schedule, Attachment or Annex shall be to

a clause, appendix, schedule, attachment or annex of this Agreement. 3. The Appendices, Schedules, Attachments and Annexes, if any, form an integral

part of this Agreement. In the event of any conflict between any provision of the Articles and any provision of the Appendices, Schedules, Attachments or Annexes, the provision of the Articles shall prevail.

4. Reference to any law or regulation having the force of law includes a reference to that law or regulation as from time to time amended, modified, supplemented extended or re-enacted.

5. Any reference to time shall, except where the context otherwise requires, be construed as a reference to the time in India. Any reference to the calendar shall be construed as reference to the Gregorian calendar.

6. The headings of the Clauses, Appendices, Schedules, Attachments and Annexes in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

7. The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases.

8. Unless the context otherwise requires, any period of time referred to shall be deemed to expire at the end of the last date of such period.

9. If any provision in Clause 1.1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement;

10. The rule of construction, if any, that a contract should be interpreted against the party/ parties responsible for the drafting and preparation thereof, shall not apply;

11. All references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, modified, substituted, novated or assigned from time to time.

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Establishment of TRA Account and Declaration of Trust 2.1 Establishment of the TRA Account The PE and the TRA Bank confirm that the TRA Bank has established, in the name of the PE at the TRA Bank’s State Government branch, an account titled the “TRA Account”. The TRA Account shall have the following sub accounts, maintained, controlled and operated by the TRA Bank for the purposes of this Agreement, namely: (A) a sub account maintained, controlled and operated by the TRA Bank, titled the

“Receivables Account”; (B) a sub account maintained, controlled and operated by the TRA Bank, titled the

“Proceeds Account” which shall have the following sub-accounts: i. a sub-account maintained, controlled and operated by the TRA Bank,

titled the “Market Fee Account; ii. a sub-account maintained, controlled and operated by the TRA Bank,

titled the “Statutory Dues Account; iii. a sub-account maintained, controlled and operated by the TRA Bank,

titled the “Surplus Account”. 2.2 Declaration of Trust The PE hereby settles in trust with the TRA Bank a sum of Rs. (Rupees ) for the benefit of the Beneficial Parties. The PE further declares that all the legal right, title and interest in and to the trust, the Receivables, the TRA Account, the monies therein and the Authorised Investments including any document of title in relation thereto made from the TRA Account shall be vested in the TRA Bank and held for the benefit of the Beneficial Parties in accordance with the terms of this Agreement and their respective interests are provided for herein. The TRA Bank hereby accepts the abovementioned amount of Rs. in the trust hereby declared upon the terms and conditions set forth in this Agreement and acknowledges that any amounts deposited in the TRA Account from time to time shall be held in trust for the benefit of the Beneficial Parties in accordance with the terms and conditions of this Agreement. No person other than the Beneficial Parties shall have any rights hereunder as the beneficiaries of or as third party beneficiaries under this Agreement. 2.3 General Right of Withdrawal The TRA Bank shall not make any transfer or withdrawal other than in accordance with this Agreement, unless the TRA Bank has received evidence of the prior written consent of the Beneficial Parties authorising such use.

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3. The TRA Account The TRA Account shall comprise of the following sub-accounts: 3.1 Receivables Account

(A) Deposits to the Receivables Account The PE hereby undertakes that it shall deposit into the Receivables Account all its Receivables immediately upon receipt thereof.

(B) Withdrawals from the Receivables Account Immediately on receipt of monies into the Receivables Account, the TRA Bank shall withdraw such monies and deposit the same into the Proceeds Account.

3.2 Proceeds Account The Proceeds Account shall be established by the TRA Bank at its State Government branch in the name of the PE.

(A) Deposits into the Proceeds Account The TRA Bank shall in accordance with Section 3.1 of this Agreement, immediately on such deposit, transfer monies deposited in the Receivables Account, into the Proceeds Account.

(B) Withdrawals from the Proceeds Account As long as there is no Event of Default, on any date, the TRA Bank

shall withdraw amounts deposited in the Proceeds Account only towards the following purposes and in the following order of priority (hereinafter referred to as the “Priority Cash-flow Application”): i) to pay amounts into the Market Fee Account such that by no later

than the seventh (7th) day of any Month the amounts so transferred in that Month are equal to the Monthly Market Fee Dues for the Preceding Month

ii) to pay amounts into the Statutory Dues Account such that by no later than the last day of any Month the amounts so transferred in that Month are equal to the Monthly Statutory Dues for the following Month.

iii) to pay any and all balance amounts into the Surplus Account.

It is hereby expressly clarified that if, in any Month, the funds available in the Proceeds Account for transfer to any sub-account in accordance with Section 3.2(B) are insufficient to pay the amount required to be paid in each of the sub-accounts in accordance with Section 3.2(B), then the TRA Bank shall transfer funds to the relevant sub-account in accordance with the Priority Cash-flow Application.

Market Fee Account The Market Fee Account shall be established by the TRA Bank at U.T of Chandigarh Branch in the name of the PE.

Withdrawals from the Market Fee Account On the deposit of any amounts in the Market Fee Account in accordance with Section 3.2(B)(i), the TRA Bank shall withdraw amounts from the Market Fee Account as are required by the PE to make payments of Market Fee as required under Applicable Law.

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Statutory Dues Account The Statutory Dues Account shall be established by the TRA Bank at U.T of Chandigarh in the name of the PE.

Withdrawals from the Statutory Dues Account On the deposit of any amounts in the Statutory Dues Account in accordance with Section 3.2(B)(ii), the TRA Bank shall withdraw amounts from the Statutory Dues Account as are required by the PE to make payments of Statutory Dues.

Surplus Account The Surplus Account shall be established by the TRA Bank at U.T of Chandigarh in the name of the the PE.

Withdrawals from the Surplus Account The TRA Bank shall pay, from time to time, to the PE, within seven (7) days of receiving directions in this regard from the PE, such amounts from the Surplus Account as the PE may direct.

4. Authorised Investments 4.1 Power to Invest a. So long as the TRA Bank is not notified of an Event of Default, the TRA Bank

shall, from the amounts standing to the credit of the TRA Account (and any sub-accounts thereunder), invest in Authorised Investments as provided in this Agreement (“Permitted Investment”) and in each case with respect to those amounts next anticipated to be transferred or withdrawn, the Permitted Investment in relation thereof, shall have a scheduled maturity no later than such next anticipated cash withdrawal or transfer from such Account in accordance with this Agreement.

b. Upon the occurrence and during the continuance of an Event of Default, investment of such funds and reinvestment shall be made in Authorised Investments with the consent of the SAMB.

c. Section 20 of the Indian Trusts Act, 1882 shall not apply to investments of amounts in the TRA Account in Authorised Investments.

5. TRA Bank provisions 5.1 TRA Bank and the Beneficial Parties The Beneficial Parties hereby appoint the TRA Bank for benefit of the Beneficial Parties in connection herewith, and authorise the TRA Bank to exercise such rights, powers, authorities and discretions as are specifically delegated to the TRA Bank by the terms hereof together with all such rights, powers, authorities and discretions as are reasonably incidental hereto, and the TRA Bank accepts such appointment pursuant to the terms hereof. 5.2 Obligations of the TRA Bank The TRA Bank:

(A) undertakes to perform only such duties as are specifically set forth to be performed in this Agreement, in accordance with the terms and conditions contained herein, and further undertakes to act in good faith and without negligence;

(B) may, in the absence of bad faith or gross negligence on its part, rely as to any matters of fact which might reasonably be expected to be within the knowledge of the PE upon a certificate signed by or on behalf of the PE;

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(C) may, in the absence of bad faith or gross negligence on its part, rely upon the authenticity of any communication or documents believed by it to be authentic;

(D) shall, within five (5) Business Days after receipt, deliver a copy to SAMB of any notice or document received by the TRA Bank (in its capacity as the TRA Bank) from the PE or any other Person;

(E) shall, within five (5) Business Days after receipt, deliver a copy to the PE of any notice or document received by the TRA Bank (in its capacity as the TRA Bank) from the SAMB or any Person in connection herewith; and

(F) shall within seven (7) Business Days prior to any date on which any payment is due to a Beneficial Party in accordance with the terms and conditions of this Agreement, provide notice to the SAMB of any anticipated shortfall in the TRA Account (or any account thereunder) for making any payments due in accordance with the terms and conditions of this Agreement.

6. Term and Termination 6.1 This Agreement shall, unless terminated earlier by the mutual consent of the

Parties or otherwise in accordance with the provisions of this Section by written notice from the Beneficial Parties to the TRA Bank, remain in full force and effect for the duration of the OMDA.

6.2 The SAMB may, after consultation with the PE, at any time remove the TRA

Bank, with or without cause, and appoint a successor TRA Bank by written notice of such action to the PE, the TRA Bank and the successor TRA Bank. Provided however that the SAMB shall not be required to consult with the PE (as required above) if an Event of Default has occurred and is subsisting.

6.3 If, at any time, the TRA Bank shall become a Beneficial Party, the TRA Bank

shall resign as TRA Bank immediately upon the occurrence of an Event of Default, if in the sole judgement of the other Beneficial Parties (which, for this purpose, shall not include the TRA Bank), there shall be, or be reasonably likely that there will arise, any conflict in or impediment to the TRA Bank’s performance as TRA Bank under this Agreement.

6.4 The TRA Bank shall be entitled to terminate its services under this Agreement if the PE/ SAMB fails to comply with any of its material obligations owed to the TRA Bank under this Agreement and fails to remedy the failure within sixty (60) days after receipt of notice thereof from the TRA Bank to the PE, provided however, SAMB has arranged for the appointment of a successor TRA Bank and arrangements are made for the transfer of amounts deposited in the TRA Account (including any sub-accounts thereof) to new accounts established with successor TRA Bank.

6.5 (i) Any successor TRA Bank appointed as provided in accordance with

this Section 6 shall execute, acknowledge and deliver to, and for the benefit of, the Beneficial Parties and to its predecessor TRA Bank an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor TRA Bank shall become effective and such successor TRA Bank, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, as if it was originally named as TRA Bank;

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(ii) provided that on the written request of the Beneficial Parties or of the successor TRA Bank, the TRA Bank ceasing to act shall take such steps or actions as are required of it by the Beneficial Parties, including without limitation the execution and delivery of an instrument or instruments transferring and assigning to such successor TRA Bank (without obligation to indemnify such successor) all the rights and powers of the TRA Bank so ceasing to act, delivery to the Beneficial Parties all documents, instruments, etc., relating to its obligations under this Agreement.

(iii) Upon the reasonable request of any such successor TRA Bank, the Beneficial Parties shall execute any or all instruments in writing in order more fully and certainly to vest in and confer to such successor TRA Bank all such rights and powers.

6.6 Consequences of Default: 6.6.1 In the event of default by the PE, in accordance with Clause 15.3.1 of OMDA,

the SAMB shall issue a letter of termination intimating the TRA Bank to bar the use of TRA Account by the PE at the end of 30 days of date of issue of such letter.

6.6.2 In case the TRA bank does not receive any letter from the SAMB intimating it to permit the PE to perform its obligations in accordance with this Agreement, the TRA Bank shall

a Bar all request of withdrawal, issued by the PE, after the issue of letter of termination, to withdraw amount from any of the sub accounts (as specified in Clause 2.1 of this Agreement)

b Shall intimate the PE of any dues/ payment / penalty as may be applicable which may have occurred after the TRA Bank has barred the withdrawal of amounts by PE from the TRA Account

6.7 Books and Records 6.7.1 The TRA Bank shall be responsible for maintaining a correct and complete

record of all transactions, deposits, withdrawals or transfer of funds relating to the TRA Account (and all sub-accounts thereof).

6.7.2 The SAMB shall have unrestricted access to review such books and records of the TRA Bank in relation to the TRA Account subject to restrictions in law. The PE irrevocably grants the SAMB access to review the books and records of the TRA Account and irrevocably waives any right of confidentiality, which may exist in respect of such books and records.

6.8 Determination of Amount and Events

The TRA Bank shall be entitled to rely as to the following matters exclusively upon the following documents (in so far as the same are delivered to the TRA Bank): (a) With respect to occurrences of Events of Default, the relevant notice of the SAMB of an Event of Default. (b) The TRA Bank may with the consent of the SAMB for all purposes rely on a certificate, signed by an authorised officer of the PE as to any fact or matter, the manner of ascertainment of which, is not specifically provided for herein.

6.9 Statement of Authorized Investments Upon the request of the SAMB, and in any event, not later than five (5) Business

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Days after the end of any calendar Month, the TRA Bank shall deliver to the Beneficial Parties a schedule of investments acquired or disposed of during that Month in such detail as the SAMB may reasonably require. 6.10 Confidentiality The TRA Bank agrees to keep all information (“Information”) (including the terms and conditions of this Agreement and/or any and all of the Project Agreements) made available (whether before or after the date of this Agreement) by any of the Parties to the TRA Bank concerning the PE or the Project, confidential, and hereby undertakes and covenants not to communicate any Information, or allow any Information to be communicated to any third party unless: (a) in connection with any proceedings arising out of or in connection with this Agreement to the extent that such party may consider it necessary to protect its interest or the interests of the TRA Bank; or (b) required to do so by an order of a court of competent jurisdiction whether or not in pursuance of any procedure for discovering documents; or (c) pursuant to any Applicable Laws in accordance with which such party is required to act; or (d) to its auditors for the purposes of enabling the auditors to complete an audit of the TRA Bank or to its legal advisers when seeking bonafide legal advice in connection with this Agreement; or (e) in circumstances where the relevant Information has been published or announced by the PE and/or any other Beneficial Party in conditions free from confidentiality or has otherwise entered the public domain without default on the part of the relevant Party; or (f) the Information was obtained by such TRA Bank from an independent or third party source who was not in breach of any confidentiality obligations with the Beneficial Parties. 6.11 Not Acting in Individual Capacity In accepting the trusts hereby created, the TRA Bank acts solely in its capacity as a TRA Bank and not in its individual capacity and all Persons having any claim against the TRA Bank by reason of the transactions contemplated by the Project Agreements shall look only to the PE for payment or satisfaction thereof, save and except as provided in this Agreement, other than as a result of its willful misconduct or gross negligence. 6.12 Indemnity The PE shall indemnify the TRA Bank for any and all liabilities, obligations,

losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements of any kind or nature whatsoever which may be imposed upon, incurred by or asserted against the TRA Bank in any way in connection with or arising out of the negotiation, preservation or enforcement of any rights under, or in carrying out its duties under this Agreement (other than those incurred on account of gross negligence or willful default on the part of the TRA Bank).

7. Representations and warranties of the TRA Bank and the PE Each of the TRA Bank and the PE represent and warrant that it is duly

organised and validly existing under the laws of India with power to enter into this Agreement and to exercise its rights and perform its obligations

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hereunder and has taken all corporate and other actions required for the execution of this Agreement and the performance of its obligations hereunder. The TRA Bank represents and warrants that it shall hold all funds in the TRA Account in trust for the benefit of the Beneficial Parties in accordance with the provisions of this Agreement and further represents and warrants that it has obtained all approvals, permits and other clearances required for the execution of this Agreement and the performance of its obligations hereunder.

8. Miscellaneous 8.1 Restriction on Assignment

Save as provided in Section 6, the PE and the TRA Bank, shall not assign or transfer any part of their respective rights or obligations under this Agreement without the prior consent of SAMB. It is expressly agreed between the Parties that nothing in this Section 8 shall prevent SAMB from assigning, novating or transferring its rights, benefits and obligations under this Agreement to any Person.

8.2 Notices All notices shall be sent to a Party hereto at its address and contact number specified in Schedule A appended hereto, or at such other address and contact number as is designated by such Party in a written notice to the other Parties hereto. All such notices and communications shall be effective (i) if sent by telex, when sent (with the correct answerback), (ii) if sent by telecopier, when sent (on receipt of a confirmation to the correct telecopier number), (iii) if sent by person, when delivered, (iv) if sent by courier, (a) one Business Day after deposit with an overnight courier if for inland delivery and (b) five Business Days after deposit with an international courier if for overseas delivery and (c) if sent by registered letter when the registered letter would, in the ordinary course of post, be delivered whether actually delivered or not. An original of each notice and communication sent by telex or telecopy shall be dispatched by person, overnight courier (if for inland delivery) or international courier (if for overseas delivery) and, if such person or courier service is not available, by registered airmail (or, if for inland delivery, registered first class mail) with postage prepaid.

8.3 No Waivers; Remedies No failure on the part of any Party to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by Applicable Laws.

8.4 Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but that shall not invalidate the remaining provisions of this Agreement or affect such provision in any other jurisdiction.

8.5 Amendments or Waiver

No amendment or waiver of any provision of this Agreement, nor consent to any

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departure by any of the Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties hereto and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.

8.7 Dispute Settlement

(i) The Parties shall use their respective reasonable endeavours to settle any Dispute amicably. If a Dispute is not resolved within sixty (60) days after written notice of a Dispute by one Party (or a group or Parties) (the “Claimant(s)”) to the other Party (or group of Parties) (the “Respondent(s)”) then the provisions of Section 8.7(ii) shall apply.

(ii) Any and all Disputes arising out of, or in relation to, this Agreement or the

interpretation or construction of any provisions herein, which are not settled amicably by the Parties pursuant to Section 8.7(i) hereinabove, shall be finally settled, as per the provisions set out herein, by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

Any Dispute shall be referred to an arbitral tribunal consisting of three (3)

arbitrators (hereinafter “Arbitral Tribunal”). The Claimant(s) and the Respondent(s) shall each appoint one (1) arbitrator to the Arbitral Tribunal and the two arbitrators thus appointed shall choose the third arbitrator, who shall also act as the presiding arbitrator of the Arbitral Tribunal.

The decision(s) of the Arbitral Tribunal, supported by reasons for such decision shall be final and binding on the Parties. The venue of arbitration shall be U.T of Chandigarh. The governing law of the arbitration shall be the substantive laws of India.

This Clause 8.7 shall survive the termination of this Agreement. 8.8 Regulatory Approvals The PE shall procure and shall thereafter maintain and comply with all regulatory approvals required for it to establish and operate the TRA Account. 8.9 Notification of Balances Within seven (7) days following the end of each calendar Month, the TRA Bank shall notify the SAMB of the respective balances in the TRA Account (including balances in each of the sub-accounts thereunder) as on the last Business Day (of the Month) and a statement of balances in TRA Account on the first Business Day of each Month. 8.10 Additional Rights Any rights conferred on the Parities pursuant to this Agreement shall be in addition to and not in substitution for or in derogation of any other rights and remedies which the Parties may at any time have under the Project Agreements or otherwise.

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8.11 Any corporation into which the TRA Bank may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the TRA Bank shall be a party, or any corporation succeeding to the corporate TRA Bank’s rights or business or either, shall, subject to approval of the SAMB, be the successor of the TRA Bank with all rights, benefits, obligations and duties as were originally available and provided for to the transferor TRA Bank in relation to the merger, conversion or consolidation proceedings or process. IN WITNESS WHEREOF the Company has caused its Common Seal to be affixed hereto and to a duplicate hereof on the date first above written and the TRA Bank and the SAMB have caused the same to be executed by the hand of an authorised official. The COMMON SEAL OF [COMPANY] has been affixed pursuant to the resolution of its Board of Directors dated the ______ day _______________________, which has hereunto been affixed in the presence of Shri ________, and Shri _______, Directors who have signed these presents in token thereof and countersigned by __________, the authorized officer / Company Secretary SIGNED AND DELIVERED by [TRA BANK] by the hand of _________________________________ its authorised official. SIGNED AND DELIVERED by SAMB by the hand of ____________________________ its authorised official.

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SCHEDULE A NOTICE TO PARTIES

THE COMPANY Name of Party: Address: Tele No: Fax No: Attention: TRA BANK Name of Party: Address: Tele No: Fax No: Attention: The SAMB Name of Party: State Agriculture Marketing Board, U.T Chandigarh Address: Tele No: Fax No: Attention:

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SCHEDULE 9 DETAILED PROJECT REPORT

[As approved]

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SCHEDULE 10 EARNEST MONEY DEPOSIT

“Earnest Money Deposit (EMD)” shall mean a demand draft for an amount of Rs. 10,00,000 (Rupees Ten Lakhs only) from a reputed Scheduled Commercial Bank in India submitted by the bidders to the SAMB along with the Technical and Financial bids. Upon the award of the project, the EMD submitted by the successful bidder shall be adjusted against the annual License Fee payable by the PE to the SAMB in the first year of the commencement of the Project.

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SCHEDULE 11 FORM OF PERFORMANCE GUARANTEE

[On The Letterhead of the Issuer Bank]

Dated [•] To The STATE AGRICULTURE MARKETING BOARD [•] Subject: Performance Bank Guarantee This PERFORMANCE BANK GUARANTEE (hereinafter the “Guarantee”) is made at U.T of Chandigarh on the [●] day of [●] 2008 WHEREAS

A. PE, a company incorporated under the Companies Act, 1956 having its registered office at [•] (hereinafter referred to as the “PE”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) has entered into an Operations, Management and Development Agreement dated [•] (hereinafter such agreement, as amended and supplemented, referred to as the “OMDA”) with the State Agriculture Marketing Board, Union Territory of Chandigarh (hereinafter referred to as “SAMB”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns) for undertaking the Project.

B. As per the terms and conditions of the OMDA, the PE is obliged to furnish to

the SAMB an irrevocable, unconditional and automatic revolving bank guarantee from a scheduled commercial bank in India, of a value and validity as set forth hereunder.

C. [•] having its registered office at [•] and a branch office at [ ], India,

(hereinafter referred to as the “Bank”, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors), being a schedule commercial bank in India, has at the request of the PE, agreed to issue this performance bank guarantee, in accordance with the terms and conditions set forth hereunder, in favour of SAMB.

NOW THEREFORE, the Bank hereby undertakes the pecuniary responsibility of the PE to the SAMB for the due performance of the OMDA and hereby issues in favour of the SAMB this irrevocable and unconditional performance and payment bank guarantee (hereinafter referred to as the “Guarantee”) on behalf of the PE. 1. The Bank for the purpose hereof unconditionally and irrevocably undertakes

to pay to the SAMB without any demur, reservation, caveat, protest or recourse; immediately on receipt of first written demand from the SAMB, a

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sum or sums (by way of one or more claims) without the SAMB needing to prove or to show to the Bank grounds or reasons for such demand for the sum specified therein and notwithstanding any dispute or difference between the SAMB and the PE in respect of the performance of the OMDA or moneys payable by PE to the SAMB or any matter whatsoever.

2. The Bank acknowledges that any such demand by the SAMB of the amounts

payable by the Bank to the SAMB shall be final, binding and conclusive evidence in respect of the amounts payable by the PE to the SAMB.

3. The Bank hereby waives the necessity for the SAMB from demanding the

aforesaid amount or any part thereof from the PE and also waives any right that the Bank may have of first requiring the SAMB to pursue its legal remedies against the PE, before presenting any written demand to the Bank for payment under this Guarantee.

4. The Bank further unconditionally agrees with the SAMB that the SAMB shall

be at liberty, without the Bank’s consent and without affecting in any manner the Bank’s obligation under this Guarantee, from time to time to: a. vary and/or modify any of the terms and conditions of the OMDA, b. extend and/ or postpone the time for performance of the obligations of the PE under the OMDA, or c. forbear or enforce any of the rights exercisable by the SAMB against the PE under the terms and conditions of the OMDA and the Bank shall not be relieved from its liability by reason of any such act or omission on the part of the SAMB or any indulgence by the SAMB to the PE or other thing whatsoever which under the law relating to sureties would, but for this provision, have the effect of relieving the Bank of its obligations under this Guarantee.

5. The Bank’s obligations under this Guarantee shall not be reduced by reason

of any partial performance of the OMDA. The Bank’s obligations shall not be reduced by the failure by SAMB to timely pay or perform any of its obligations under the OMDA.

6. Any payment made hereunder shall be made free and clear of and without

deduction for, or on account, any present or future taxes, levies, imposts, duties, charges, fees, commissions, deductions or withholdings of any nature whatsoever and by whom ever imposed; and where any withholding on a payment is required by law, the Bank shall comply with such withholding obligations and shall pay such additional amount in respect of such payment such that the SAMB receives the full amount due hereunder as if no such withholding had occurred.

7. This Guarantee shall be a continuing bank guarantee and shall not be

discharged by the change in constitution of any member of the PE and the Guarantee shall not be affected or discharged by the liquidation, winding up, bankruptcy, reorganization, dissolution of insolvency of the PE or any member of the PE or any other circumstances whatsoever.

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8. This Guarantee shall have a minimum validity of at least twelve (12) months and shall be rolled over and renewed at least three (3) months prior to its expiry so as to keep it valid until the expiry or early termination of the OMDA, whichever is earlier. Provided however that in the event the Bank does not renew the Guarantee three (3) months prior to its expiry in the manner provided above, the SAMB shall have the right to encash the entire amount of the Guarantee. This Guarantee shall remain valid and subsisting until released by the SAMB in writing.

9. This Guarantee shall be in addition to and not in substitution or in derogation

of any other security held by the SAMB to secure the performance of the obligations of the PE under the OMDA.

10. The Bank agrees that the SAMB at its option shall be entitled to enforce this

Guarantee against the Bank, as a principal debtor in the first instance without proceeding at the first instance against the PE or any other security/ guarantee that the SAMB may have.

11. The quantum of the Guarantee shall be Rs. 10 Crores (Ten Crores) for the

term of the OMDA (such amount being the “Full Amount” of the Guarantee). In the event any portion of the Guarantee is en-cashed pursuant hereto, then immediately following such encashment, the Bank shall replenish the Guarantee to its Full Amount. In the event the Guarantee is not replenished to its Full Amount within one (1) month of its encashment, the SAMB shall have the right to en-cash the entire Guarantee.

12. This Guarantee is subject to the laws of India. Any suit, action, or other

proceedings arising out of this Guarantee or the subject matter hereof shall be subject to the exclusive jurisdiction of High Court of Punjab & Haryana.

13. The Bank has the power to issue this Guarantee in favour of the SAMB.

14. Capitalised terms not otherwise defined herein shall have the respective

meanings given to such terms set forth in the OMDA. In witness whereof the Bank, through its authorized officer, has set its hand and stamp on this ____ day of ____ 2008. In presence of (1)

(2)

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SCHEDULE 12 DUTIES OF INDEPENDENT CONSULTANT AND INDEPENDENT AUDITOR

A. The scope of duties of Independent Consultant are to:

a. review all designs, drawings, specifications and procurement documents. These may, inter-alia, take account of conformity and reasonableness of various aspects including technical, architectural, Master Plan and Master Plan Review prepared by the PE.

b. carry out a ‘benchmarking’ exercise for the project specifications and cost against national and international MTM projects of similar scope and nature.

c. monitor the construction, operation and management of the Market and Essential Services of the MTM as per the agreement including monitoring on the basis of objective service quality requirements, development standards and requirements, monthly activity report, other operating statistics, performance indicators, financial plans, other such reports, information (or analysis thereof) submitted by PE.

d. monitor the progress of Mandatory Capital Projects with respect to timeliness and quality

e. review and approval of the Master Plan f. prescribe procedures and formats for accurate, up-to-date and

complete records relating to the operation and maintenance of assets, which it owns or operates, and operational performance of the Market and Essential Services of the MTM with respect to specified standards as per the Master Plan.

g. any other duties as would be deemed necessary and specified in its appointment letter

The duties so outlined in the Agreement or part hereof shall impart an implicit responsibility on the IC of immediate reporting of any deviations from the work plan, proposed as per the conditions in the Agreement, to the Nodal Officer.

B. The scope of duties of Independent Auditor are to:

a. audit the books of accounts and records of the PE b. certification of Revenue of the PE c. certification of Market Fee on a monthly basis d. any other duties as would be deemed necessary and specified in its

appointment letter

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SCHEDULE 13 GOVERNMENT EQUITY HOLDING FEATURES OF THE PE

NHM/ GOI Body NHM/ GOI body is envisaged to be a member of the PE. The NHM/GOI body shall have an equity holding of Rs 100 in the PE and shall get an equivalent number of shares of the PE. This equity will be contributed in the form of cash upon the formation of the PE. The NHM/GOI body upon its discretion, will appoint a nominee in the board of the PE. It will be expressly agreed and acknowledged by all shareholders of PE that neither NHM/ GOI body nor any of their nominees shall, at any point, for whatsoever reason, be construed to be the promoter(s) of the PE. If at any point NHM/ GOI body and/or any of their nominees are held to be promoters (whether deemed or otherwise) of the PE under Applicable Law, the Private Enterprise will be required to undertake to take all such steps and provide all such comfort to NHM/ GOI body and/ or any of their nominees, as NHM/ GOI body or any of their nominees may require, in order to ensure, to the extent possible under Applicable Law, that NHM/ GOI body and/ or any of their nominees are not held to be promoters of the PE. NHM/ GOI body or any of its nominees will have nomination on the board only for specific resolutions.

In the event of the Termination of Agreement due to PE’s Event of Default, the GOI shall be free to move out of the Shareholders’ Agreement of the PE and shall not have any liability on account of its equity contribution and further that the equity contribution of the GOI shall be returned against its shares.

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SCHEDULE 14 RIGHTS AND OBLIGATIONS OF NODAL OFFICER

Rights a. Details on rules of operation of the MTM, read with Clauses 6.1 (iii) and 8.4 b. Progress report on the development of the MTM, read with Clauses 6.2.1, 6.7, 8.1,

8.4 and 8.7 c. Levying liquidated damages on the PE on delay in commencement of

construction of any Mandatory Capital Project, read with Clause 6.2.2 d. Levying liquidated damages on the PE on delay in completion of construction of

any Mandatory Capital Project, read with Clause 6.2.3 e. Levying liquidated damages on PE for non incurrence of Mandatory Capital

Project Capital cost as reflected in the DPR, read with Clause 6.2.4 f. Progress and achievement of ISO within the defined time frame, read with

Clause 7.1.1 (b) g. Collection of a percent of the Revenue in the event of default of PE in achieving

Objective Service Quality as per the Master Plan, read with Clause 7.1.2

Obligations a. Approve the Master Plan, read with Clauses 3.2 (e), 6.3.1 and 6.3.6 b. Nomination of a panel of four (4) consultants for selection of IC and selection of

IC, read with Clause 6.5 c. Assistance in obtainment of Clearances for the PE, read with Clause 2.2.3 d. Assistance in obtainment of necessary infrastructure and utilities including

water, electricity, and telecommunication facilities, read with Clause 2.2.3 e. Provide regulatory facilitation for purposes of co-ordination between the

aggrieved party and the concerned regulatory agency(ies)

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SCHEDULE 15 RESPONSIBILITIES AND OBLIGATIONS OF THE PE

The PE should ensure that the MTM shall comprise of the central Terminal Market (the hub) which is linked to a number of collection centres (the spokes). The collection centres must be located in key production centres to establish backward linkages with growers and to allow easy access to farmers for the marketing of their produce. In addition to the rights and obligations with respect to the designing, engineering, financing, procurement for, construction, operation and maintenance of the MTM specified above, the PE shall be specifically responsible for the following: a. ensuring that 100% of the daily throughput (in volume) of the MTM is washed,

sorted, graded and labelled prior to being transacted in any form; b. ensuring that a minimum of 25% of the daily throughput (in volume) at the MTM

is sold through the electronic auction process; c. ensuring transparent price discovery for 100% of the market throughput

irrespective of whether the price for the produce is realized through the electronic auction process or through direct buyer-seller transaction(s) settlement;

d. granting, renewing and cancelling license(s) to market users on behalf of the SAMB as prescribed by the SAMB as described in Clause 3.1 (d);

e. registration or refusal of registration to market functionaries and renew, suspend or cancel such registration, supervise the conduct of the market functionaries and enforce conditions of Registration;

f. regulation or supervision of the auction of Perishable Agricultural Produce in accordance with the provision and procedure laid down under the rules and regulations made by the PE as per Clause 6.1 (iii);

g. regulation of the making, carrying out and enforcement or cancellation of agreements of sales, weighment, delivery, payment and all other matters relating to the market of Perishable Agricultural Produce in the manner prescribed;

h. provision for the settlement of all disputes between the seller and the buyer arising out on any kind of transaction connected with the marketing of Perishable Agricultural Produce and all matters ancillary thereto;

i. taking all possible steps to prevent adulteration of Perishable Agricultural Produce or other products sold in the market;

j. taking measures for the prevention of purchases and sales below the minimum support prices as fixed by the Government from time to time wherever applicable;

k. levying, taking, recovering and receiving rates, charges, fees and other sums of money to which the PE is entitled;

l. inspection and verification of scales, weights and measures in use in the MTM, maintained by the market functionaries in such manner as may be prescribed;

m. carrying out publicity about the system of transaction, facilities provided in the market complex etc. through such means as posters, pamphlets, hoardings, cinema slides, film shows, group meetings, electronic media etc., or through any other means considered more effective or necessary;

n. ensuring payment in respect of transactions which take place in the MTM to be made on the same day to the seller, and in default to seize the agricultural produce in question along with other property of the person concerned and to arrange for re-sale thereof and in the event of loss, to recover the same from the original buyer together with charges for recovery of the losses, if any, from the

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original buyer and effect payment of the price of the agricultural produce to the seller;

o. collection and maintenance of information in respect of production, sale, storage, processing, prices and movement of Perishable Agricultural Produce and disseminate such information as directed by the SAMB;

p. maintenance of proper checks on all receipts and payment by its officers; q. keeping a set of standard weights and measure in the MTM against which

weighment and measurement may be checked; r. maintenance of proper checks on all receipts and payment by its employees; s. promotion and encouragement of e-trading, MTM may establish regulatory

system, create infrastructure and undertake other activities and steps needed thereto;

t. arrangement to obtain fitness (health) certificate from veterinary doctor in respect of animals, cattle, birds etc., which are bought or sold in the MTM and arranging for preventive measures against spread of contagious diseases; and

u. publishing and circulation from time to time the data of arrivals and rates of agricultural produce, standard-wise, brought into the MTM for sale as prescribed.