Exhibit 10.28



EXECUTION   VERSION US$7.8 MILLION FACILITY AGREEMENT AMONG YATRA ONLINE, INC. (as   Borrower) ASIA CONSOLIDATED DMC PTE. LTD. (as Guarantor) AND INNOVEN CAPITAL   SINGAPORE PTE. LTD. (as Lender) DATED THE 12th DAY OF SEPTEMBER 2017 I RAJAH   & TANN 


    




 










FACILITY   AGREEMENT THIS AGREEMENT is made on the 12th day of September 2017 AMONG: (1)   YATRA ONLINE, INC., an exempted company incorporated in the Cayman Islands   (company registration number: MC-159709) with its registered office at PO Box   309, Ugland House, Grand Cayman, KY1-1104 Cayman Island, as the borrower (the   "Borrower"); (2) ASIA CONSOLIDATED DMC PTE. LTD., a company   incorporated in Singapore (company registration number: 201130572E) with its   registered office at 75, Bukit Timah Road, #03-04, Boon Siew Building,   Singapore-229833, as the guarantor (the "Guarantor"); and (3)   INNOVEN CAPITAL SINGAPORE PTE. LTD., a company incorporated in Singapore   (company registration number: 201509265H) with its office at 16 Collyer Quay,   #23-01, Income at Raffles, Singapore 049318, as lender (in such capacity, the   "Lender"), (collectively, the "Parties", and each, a   "Party"). NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS The   principles of construction and the terms used in this Agreement shall have   the meaning ascribed to them in Paragraph 1 (Definitions and Interpretation)   of the Standard Terms, and in addition: "Availability Period" means   in relation to each Facility, the period from and including the date of this   Agreement to and including 15 September 2017, or such other period as may be   agreed in writing by the Lender in its sole discretion.   "Commitment" means the Facility A Commitment or the Facility B   Commitment, as the case may be, and "Commitments" means all of the   foregoing. "Default Interest Rate" means interest at a rate of one   per cent. (1.0%) per Month. "Facility" means Facility A or Facility   B, and "Facilities" means all of the foregoing. "Facility   A" means the initial term loan facility made available under this   Agreement as described in Clause 2(a) (The Facilities). "Facility A   Commitment" means US$5,000,000, at the date of this Agreement, to the   extent not cancelled or reduced under this Agreement. means, as the context   requires, a loan made or to be made under Facility A or the principal amount   outstanding for the time being of that loan. "Facility A Loan" 


    




 










"Facility   B" means the additional term loan facility made available under this   Agreement as described in Clause 2(b) (The Facilities). "Facility B   Commitment" means US$2,800,000, to the extent not cancelled or reduced   under this Agreement "Facility B Loan" means, as the context   requires, a loan made or to be made under Facility B or the principal amount   outstanding for the time being of that loan. "Facility Interest   Rate" means nine per cent (9.0%) per annum. "Final Repayment   Date" in relation to Facility A, 1 January 2020; and (a) (b) in relation   to Facility B, 1 August 2019. means the Borrower, its Subsidiaries and its   joint venture companies from time to time. "Group" means the   guarantee made by the Guarantor or expressed to be made by the Guarantor   under Clause 10 (Guarantee and Indemnity). "Guarantee" means the   letter of undertaking to be issued by THCL Travel Holding Cyprus Limited to   the Lender (in form and substance satisfactory to the Lender). "Letter   of Undertaking" "Loan" means a Facility A Loan or a Facility B   Loan, and "Loans" means all of the foregoing. means the Borrower   and the Guarantor and "Obligor" means each one of them.   "Obligors" Financial means: "Original Statements" (a) in   relation to the Borrower: (i) the Borrower's standalone unaudited financial   statements for the period ended 30 June 2017; and (ii) the Borrower's   standalone audited financial statements for the financial year ended 31 March   2017;and (b) in relation to the Guarantor: (i) the Guarantor's standalone   unaudited financial statements for the period ended June 30, 2017; and (ii)   the Guarantor's standalone audited financial 2 


    




 










statements for   the financial year ended March 31,2017;and (c) in relation to the Group: (i)   the Group's consolidated unaudited financial statements for the period ended   June 30, 2017; and (ii) the Group's consolidated audited financial statements   for the financial year ended March 31,2017. "Process Agent" means   the Guarantor, irrevocably appointed by the Borrower as its agent for service   of process in relation to any proceedings before the Singapore courts in   connection with any Finance Document for the purposes of Paragraph 26   (Service of Process) of the Standard Terms. "SA" means the   Singapore law governed security agreement creating a first fixed and floating   charge over all of the Borrower's present and future assets (as the case may   be) (in form and substance satisfactory to the Lender). "Security   Document" means the SA or any other document entered into by any person   which is a guarantee of, or which creates or evidences or purports to create   or evidence any Security over all or any part of its assets in respect of,   any of the obligations of any Obligor under the Finance Documents, or any   other document entered into in connection with the creation, validity,   perfection or priority of any such guarantee or Security. "THCL"   means THCL Travel Holding Cyprus Limited, a company incorporated in Cyprus.   "Total Commitments" means at any time the aggregate of the Facility   A Commitment and the Facility B Commitment (being US$7,800,000 as at the date   of this Agreement). "Utilisation Request" means a notice substantially   in the form set out in Schedule 3 (Form of Utilisation Request). 2. THE   FACILITIES Subject to the terms of this Agreement, the Lender makes available   to the Borrower: (a) a US Dollar term loan facility in an aggregate amount   equal to the Facility A Commitment; and (b) a US Dollar term loan facility in   an aggregate amount equal to the Facility B Commitment. 3 


    




 










3. PURPOSE 3.1   Purpose The Borrower shall apply all amounts borrowed by it under the   Facilities towards general corporate purposes. 3.2 Monitoring The Lender is   not bound to monitor or verify the application of any amount borrowed   pursuant to this Agreement 4. CONDITIONS OF UTILISATION 4.1 Initial   Conditions Precedent The Borrower may not deliver a Utilisation Request for   either Facility A or Facility B unless the Lender has received: (a) all of   the documents and other evidence listed in Schedule 1 (Conditions Precedent)   in form and substance satisfactory to the Lender; and (b) a confirmation   certificate signed by a director of the Borrower substantially in the form   set out in Schedule 2 (Form of Confirmation Certificate). 4.2 Further   Conditions Precedent The Lender will be obliged to comply with Clause 5.4   (Availability of Loans) only if on the date of the relevant Utilisation Request   and on the relevant proposed Utilisation Date: (a) no Default is continuing   or would result from the proposed Loan; and (b) the Repeating Representations   to be made or deemed to be made by each Obligor are true in all material   respects. 4.3 Maximum Number of Loans The Borrower may borrow one Loan under   each Facility. 5. UTILISATION 5.1 Delivery of a Utilisation Request The   Borrower may utilise a Facility by delivery to the Lender of a duly completed   Utilisation Request not later than 11.00 a.m. (Singapore time) two Business   Days prior to the proposed Utilisation Date. 5.2 Completion of a Utilisation   Request (a) Each Utilisation Request is irrevocable and will not be regarded   as having been duly completed unless: (i) it identifies the Facility to be utilised;   4 


    




 










(ii) the   proposed Utilisation Date is a Business Day within the Availability Period   applicable to that Facility; (iii) the currency and amount specified in the   Utilisation Request comply with Clause 5.3 (Currency and Amount); and (iv)   the proposed first Interest Period complies with Paragraph 3 (Interest   Periods) of the Standard Terms. (b) Only one Loan may be requested in each   Utilisation Request 5.3 Currency and Amount (a) The currency specified in a   Utilisation Request must be US Dollars. (b) The amount of a proposed Loan   must be an amount less than or equal to the Commitment under that Facility.   5.4 Availability of Loans If the conditions set out in Clause 4 (Conditions   of Utilisation) and Clause 5.1 (Delivery of a Utilisation Request) to Clause   5.3 (Currency and Amount) have been met, the Lender shall make each Loan   available by the relevant Utilisation Date through its Facility Office. 5.5   Cancellation of Commitments (a) The portion of any Facility A Commitment   which, at that time, is unutilised shall be immediately cancelled at 5:00p.m.   (Singapore time) on the last day of the Availability Period applicable to it   (b) The portion of any Facility B Commitment which, at that time, is   unutilised shall be immediately cancelled at 5:00 p.m. (Singapore time) on   the last day of the Availability Period applicable to it 6. REPAYMENT 6.1   Repayment of Loan (a) Subject to the Repayment Moratorium (as defined below),   the Borrower shall repay the Facility A Loan in accordance with a repayment   schedule to be provided by the Lender on the Utilisation Date of Facility A,   each Repayment Instalment to be payable on the first day of each calendar   Month. (b) Subject to the Repayment Moratorium, the Borrower shall repay the   Facility B Loan in accordance with a repayment schedule to be provided by the   Lender on the Utilisation Date of Facility B, each Repayment Instalment to be   payable on the first day of each calendar Month. (c) Save in respect of a   prepayment under Clause 6.1(g), the Borrower shall be granted a moratorium on   the repayment of the principal amount of the relevant outstanding Loan as   follows: (i) in respect of the Facility A Loan, until 30 November 2017; and   (ii) in respect of the Facility B Loan, until 30 September 2017, 5 


    




 










(in each case,   the "Repayment Moratorium"). (d) For the avoidance of doubt, the   Repayment Moratorium is only with respect to the repayment of the principal   amount of the relevant outstanding Loan and the Borrower shall remain liable   to pay interest accrued on the Loans during the Repayment Moratorium. (e) The   Borrower may notre-borrow any part of any Facility which is repaid. (f)   Notwithstanding any other provision in this Agreement to the contrary, the   Borrower shall repay all outstanding Loans and pay to the Lender all other   amounts accrued or owing in connection with the Facilities no later than the   Final Repayment Date applicable to each Facility. (g) If the Borrower does   not receive a fresh inflow of funds in the amount of at least US$11,000,000   from its GDS service providers by no later than 31 October 2017, the Borrower   shall repay US$2,500,000 to the Lender by the date falling three (3) Business   Days from 31 October 2017. 7. PREPAYMENT AND CANCELLATION 7.1 Illegality If,   at any time, it is or will become unlawful in any applicable jurisdiction for   the Lender to perform any of its obligations as contemplated by this   Agreement or to fund any Loan or it is or will become unlawful for any   Affiliate of the Lender for the Lender to do so: (a) the Lender shall   promptly notify the Borrower upon becoming aware of that event; (b) upon the   Lender notifying the Borrower, the Total Commitments will be immediately   cancelled; and (c) the Borrower shall repay the Loans on the last day of the   Interest Period for each Loan occurring after the Lender has notified the   Borrower or, if earlier, the date specified by the Lender in the notice   delivered to the Borrower (being no earlier than the last day of any   applicable grace period permitted by law). 7.2 Voluntary Prepayment (a)   Subject to paragraphs (b) to (d) in this Clause 7.2 (Voluntary Prepayment}   below, the Borrower may, if it gives the Lender not less than 15 days' (or   such shorter period as the Lender may agree) prior written notice, prepay in   a single lump sum payment on the last day of an Interest Period applicable   thereto the whole of all Loans. (b) The Loans may be prepaid only after 31   July 2018, save in respect of a prepayment under Clause 6.1(g) (Repayment of   Loan) and item 10.13(c), 10.13(d) (Financial Indebtedness} of Annex 2. (c)   Any prepayment of the Loans under this Clause 7.2 (Voluntary Prepayment)   shall satisfy the repayment obligations of the Borrower applicable to the   Loans under Clause 6.1 (Repayment of Loan). (d) Any prepayment of the Loans   is subject to a prepayment fee of one point five per cent. (1 5%} of the   outstanding Loan (the "Prepayment Fee"} save in respect of a 6 


    




 










prepayment   under Clause 6.1(g) (Repayment of Loan), Clause 11.5 (Restriction against Acquisition   of Ownership Interest) and items 10.13(c), 10.13(d) (Financial Indebtedness)   and 12.1 (Assignments and Transfers) of Annex 2. 7.3 Restrictions (a) Any   notice of cancellation or prepayment given by any Party under this Clause 7   (Prepayment and Cancellation) shall be irrevocable and, unless a contrary   indication appears in this Agreement, shall specify the date or dates upon   which the relevant cancellation or prepayment (as the case may be) is to be   made and the amount of that cancellation or prepayment (as the case may be).   (b) Any prepayment under this Agreement shall be made together with accrued   interest on the amount prepaid and all other amounts accrued under the   Finance Documents and owing to the Lender and, subject to any Prepayment Fee,   without premium. (c) The Borrower may notre-borrow any part of any Facility   which is prepaid. (d) The Borrower shall not repay or prepay all or any part   of the Loans or cancel or reduce all or any part of any Commitment except at   the times and in the manner expressly provided for in this Agreement. (e) If   any Commitment is cancelled and reduced in accordance with this Agreement,   the amount of such reduction may not be subsequently reinstated. 8. FEES 8.1   Facility Fee The Borrower shall pay to the Lender a non-refundable facility   fee equivalent to one per cent. (1%) of each Commitment, which shall be   payable on the Utilisation Date of each Facility and any facility fee payable   shall be exclusive of all applicable Taxes and statutory levies thereon. 9.   TRANSACTION EXPENSES The Borrower shall, within three Business Days of   demand, pay or reimburse to the Lender the amount of all costs and expenses   (including legal fees) reasonably incurred by the Lender in connection with   the negotiation, preparation, printing, execution and perfection of: (a) the   Finance Documents and any other documents referred to in the Finance   Document, and the Transaction Security thereunder; and (b) any other Finance   Documents and any other documents required in connection with any Finance Document,   which are executed after the date of this Agreement, and any other   Transaction Security thereunder. 10. GUARANTEE AND INDEMNITY 10.1 Guarantee   and Indemnity The Guarantor irrevocably and unconditionally: (a) guarantees   to the Lender punctual performance by each Obligor of all that Obligor's   obligations under the Finance Documents; 7 


    




 










(b) undertakes   with the Lender that whenever an Obligor does not pay any amount when due   under or in connection with any Finance Document, the Guarantor shall   immediately on demand pay that amount as if it were the principal obligor;   and (c) agrees with the Lender that if any obligation guaranteed by it is or   becomes unenforceable, invalid or illegal, the Guarantor will, as an   independent and primary obligation, indemnify the Lender immediately on   demand against any cost, expense, loss or liability the Lender incurs as a   result of an Obligor not paying any amount which would, but for such   unenforceability, invalidity or illegality, have been payable by it under any   Finance Document on the date when it would have been due. The amount payable   by the Guarantor under this indemnity will not exceed the amount the   Guarantor would have had to pay under this Clause 10 (Guarantee and   Indemnity) if the amount claimed had been recoverable on the basis of a   guarantee. For the avoidance of doubt, the amount payable by the Guarantor   under this Clause 10.1 (Guarantee and Indemnity) shall not at any time exceed   the total amount due and payable by the Borrower under this Agreement 10.2   Continuing Guarantee This Guarantee is a continuing guarantee and will extend   to the ultimate balance of sums payable by any Obligor under the Finance   Documents, regardless of any intermediate payment or discharge in whole or in   part. 10.3 Reinstatement If any discharge, release or arrangement (whether in   respect of the obligations of any Obligor or any Security or Quasi-Security   for those obligations or otherwise) is made by the Lender in whole or in part   on the basis of any payment, Security, Quasi-Security or other disposition   which is avoided, reduced and/or must be restored in insolvency, liquidation,   administration or otherwise, without limitation, or as a result of a breach   of fiduciary or statutory duty or other similar event or for any other   reason, then the liability of the Guarantor under this Clause 10 (Guarantee   and Indemnity) will continue and be reinstated (as relevant) and the Lender   shall be entitled to recover the value or amount of that payment, Security,   Quasi-Security or other disposition from the Obligors, as if such payment,   Security, Quasi-Security or other disposition and such discharge, release or   arrangement had not occurred. 10.4 Waiver of Defenses The obligations of the   Guarantor under this Clause 10 (Guarantee and Indemnity) will not be affected   by an act, omission, matter or thing which, but for this Clause 10.4 (Waiver   of Defenses), would reduce, release or prejudice any of its obligations under   this Clause 10 (Guarantee and Indemnity) (without limitation and whether or   not known to it or the Lender), including: (a) any time, waiver or consent   granted to, or composition with, any Obligor or other person; (b) the release   of any Obligor or any other member of the Group or any other person under the   terms of any composition or arrangement with any creditor of any Obligor or   any other member of the Group; (c) the taking, variation, compromise,   exchange, renewal or release of, or refusal or neglect to perfect, execute,   take up or enforce, any rights against, or Security or 8 


    




 










Quasi-Security   over assets of, any Obligor or other person or any non-presentation or   non-observance of any formality or other requirement in respect of any   instrument or any failure to realise the full value of any Security or   Quasi-Security; (d) any death, mental or other incapacity or lack of power,   authority or legal personality of or dissolution or change in the members or   status or constitution of an Obligor or any other person; (e) any amendment,   novation, supplement, extension, restatement or replacement (in each case,   however fundamental and whether or not more onerous) of any Finance Document   or any other document or Security or Quasi-Security, including any change in   the purpose of, any extension of or any increase in any facility or the   addition of any new facility under any Finance Document or other document or   in relation to any Security or Quasi-Security; (f) any unenforceability,   illegality or invalidity of any obligation of any person under any Finance   Document or any other document or Security or Quasi-Security; (g) any   insolvency, bankruptcy, liquidation, winding-up, amalgamation,   reconstruction, administration, dissolution, merger, consolidation or similar   proceedings or any analogous procedure or step in any jurisdiction; (h) this   Agreement or any other Finance Document not being executed by or being   binding upon any other party; or (i) any postponement, discharge, reduction,   non-provability or other similar circumstance affecting any obligation of any   Obligor or other person under any Finance Document resulting from any   insolvency, bankruptcy, liquidation, winding-up, administration, dissolution   or similar proceedings or from any law, regulation or order. 10.5 Immediate   Recourse The Guarantor waives any right it may have of first requiring the   Lender to proceed against or enforce any other rights or Security or Quasi-Security   or claim payment from any person before claiming from the Guarantor under   this Clause 10 (Guarantee and Indemnity). This waiver applies irrespective of   any law or any provision of a Finance Document to the contrary. 10.6   Appropriations Until all amounts which may be or become payable by the   Obligors under or in connection with the Finance Documents have been fully   and irrevocably paid or discharged and no Commitment is in force and the   Lender is otherwise not under any further commitment, obligation or liability   (actual or contingent) to make advances or provide other financial   accommodation to any of the Obligors pursuant to the Finance Documents, each   Obligor hereby agrees, declares and confirms that notwithstanding the   provisions of any applicable law, or any terms and conditions to the contrary   contained in this Agreement, the Lender (a) may, at its absolute discretion,   appropriate any payments made by any Obligor under this Agreement and I or   any amounts realised by the Lender by enforcement of its Security, towards   the amounts due and payable by any Obligor to the Lender under this Agreement   and I or other agreements entered into between any Obligor and the Lender and   in any manner whatsoever or (b) shall appropriate any payments made by any Obligor   under this Agreement and I or any amounts realised by the Lender in   accordance with item 15 (Payment Mechanics) of Annex 2. 9 


    




 










10.7 Deferral   of Guarantor's rights Until all amounts which may be or become payable by the   Obligors under or in connection with the Finance Documents have been fully   and irrevocably paid or discharged and no Commitment is in force and the   Lender is otherwise not under any further commitment, obligation or liability   (actual or contingent) to make advances or provide other financial   accommodation to any of the Obligors pursuant to the Finance Documents and   unless the Lender otherwise directs, the Guarantor will not exercise or   otherwise enjoy the benefit of any right which it may have by reason of   performance by it of its obligations under the Finance Documents or by reason   of any amount being payable or any liability arising under this Clause 10   (Guarantee and Indemnity): (a) to be indemnified by an Obligor or other   person; (b) to claim any contribution from any other guarantor of or provider   of Security or Quasi­ Security for the obligations of any Obligor or other   person under the Finance Documents; (c) to take the benefit (in whole or in   part and whether by way of subrogation or otherwise) of any rights of the   Lender under the Finance Documents or of any other guarantee or Security or   Quasi-Security taken pursuant to, or in connection with, the Finance   Documents by the Lender; (d) to bring legal or other proceedings for an order   requiring any Obligor to make any payment, or perform any obligation, in   respect of which the Guarantor has given a guarantee, undertaking or   indemnity under this Clause 10 (Guarantee and Indemnity); (e) to exercise any   right of set-off against any Obligor; and/or (f) to claim or prove as a   creditor of any Obligor in competition with the Lender. If the Guarantor   shall receive any benefit, payment or distribution in relation to any such   right, it shall hold that benefit, payment or distribution (or so much of it   as may be necessary to enable all amounts which may be or become payable to   the Lender by the Obligors under or in connection with the Finance Documents   to be paid in full) on trust for the Lender, and shall promptly pay or   transfer the same to the Lender (or as the Lender may direct) for application   in accordance with the terms of this Agreement. 10.8 Additional Security This   guarantee is in addition to and is not in any way prejudiced by any other   guarantee or Security or Quasi-Security now or subsequently held by the   Lender. 10.9 Guarantee Limitations The guarantee under this Clause 10   (Guarantee and Indemnity) does not apply to any liability to the extent that   it would result in the guarantee under this Clause 10 (Guarantee and   Indemnity) constituting unlawful financial assistance within the meaning of   Section 76 of the Companies Act (or any equivalent and applicable provisions   under the laws of the jurisdiction of incorporation of the Guarantor) 10 


    




 










11. SPECIFIC   UNDERTAKINGS Without prejudice to any undertakings set out in the Standard   Terms, the undertakings in this Clause 11(Specific Undertakings) remain in   force from the date of this Agreement for so long as any Secured Obligation   is outstanding under the Finance Documents or any Commitment is in force. 11.1   Financial Covenants (a) The Borrower along with other members of the Group,   on a consolidated basis, shall maintain a minimum consolidated unencumbered   cash balance of at least US$20,000,000 at the end of each calendar Month   ("Minimum Liquidity Level"). (b) If the Borrower is unable to   maintain the Minimum Liquidity Level, the Borrower shall ensure that the   consolidated net cash outflow of the Group during the next calendar Months is   less than or equal to US$2,500,000 per calendar Month until the Minimum   Liquidity Level is restored at the end of a calendar Month. (c) The financial   covenants in this Clause 11.1 (Financial Covenant) shall be tested at the end   of each calendar Month starting from September 2017 until the Final Repayment   Date by reference to the financial statements delivered pursuant to Clause   12.1 (Financial Statements and Information). 11.2 Restriction against Payment   of Commission The Obligors shall ensure that no commission is paid to any   Obligor's promoters, directors, managers or other persons for furnishing   guarantees, counter guarantees or indemnities or for undertaking any other   Secured Obligations undertaken for or by any Obligor. 11.3 Restriction   against Related Party Transactions (a) Subject to paragraph (b), the Obligors   shall ensure that the Borrower shall not enter into or renew any transaction   or arrangement with any Affiliates. (b) Paragraph (a) shall not apply to any   transaction or arrangement entered into by the Borrower: (i) with any member   holding less than 15% of the shares in the Borrower; (ii) in the ordinary   course of business; or (iii) for purposes of an investment in any member of   the Group. 11.4 Restriction against Change of Key Managerial Personnel The   Obligors shall ensure that the Borrower does not permit any change of its Key   Managerial Personnel defined as Mr. Dhruv Shringi and Mr. Alok Vaish unless   such change has been approved by the board of directors of the Borrower. 11.5   Restriction against Acquisition of Ownership Interest The Obligors shall   ensure that the Borrower and the other members of the Group do not acquire   any ownership interest in any other entity without the prior written consent   of the Lender. The Lender shall provide its written consent for such   acquisition within 10 Business Days of intimation, and in no event later than   at least fourteen (14) Business Days prior to the 11 


    




 










anticipated   date of the acquisition, failing which, the Borrower shall have the   discretion to prepay the Loans in accordance with Clause 7.2 (Voluntary   Prepayment). It is hereby clarified that this Clause shall not be applicable   in respect of any acquisition within the Group. 11.6 Letter of Undertaking   The Obligors shall ensure and procure that THCL issues and delivers the   Letter of Undertaking to the Lender by the date falling 10 days from the   Utilisation Date of Facility A. 12. INFORMATION UNDERTAKINGS The undertakings   in this Clause 12 (Information Undertakings) remain in force from the date of   this Agreement for so long as any Secured Obligation is outstanding under the   Finance Documents or any Commitment is in force. 12.1 Financial Statements   and Information The Borrower shall supply to the Lender: (a) as soon as the   same becomes available, but in any event within 180 days after the end of   each of its financial years, the Group's audited consolidated financial   statements for that financial year, certified by an independent certified   public accountant; (b) as soon as the same becomes available. but in any   event within 30 days after the end of each Month: (i) the Borrower's and each   of its operating entities' unaudited standalone financial statements: (A) for   that Month; and (B) for the financial year as of that Month; (ii) the Group's   unaudited consolidated financial statements: (A) for that Month; and (B) for   the financial year as of that Month; (c) as soon as the same becomes   available, but in any event within 45 days after the end of each of its   financial years, its standalone and consolidated annual operating budgets and   financial projections for the next financial year; and (d) as soon as the   same becomes available, but in any event within 10 days after the end of each   Month, details of its and each of its operating entities' cash position and   the Group's consolidated cash position (including encumbered and free cash)   as of that Month. 12.2 Compliance Certificate The Borrower shall supply to   the Lender, with each set of financial statements delivered pursuant to   paragraph (a) of Clause 12.1 (Financial Statements and Information), a   certificate signed by a director of the Borrower substantially in the form   set out in Schedule 4 (Form of 12 


    




 










Compliance   Certificate) certifying that no Default is continuing (or if a Default is   continuing, specifying the Default and the steps, if any, being taken to   remedy it). 12.3 Requirements as to Financial Statements (a) Each set of audited   financial statements delivered by the Borrower pursuant to Clause 12.1(a)   (Financial Statements and Information) shall be certified by a director of   the relevant company as giving a true and fair view of its financial   condition (or, in the case of the Group, the Group's consolidated financial   condition) as at the end of, and the results of operations (or, in the case   of the Group, the Group's consolidated results of operation) for, the period   in respect of which those financial statements were drawn up. (b) Each set of   audited financial statements delivered by the Borrower pursuant to Clause   12.1(a) (Financial Statements and Information) shall be certified by an   independent certified public accountant as giving a true and fair view of its   financial condition (or, in the case of the Group, the Group's consolidated   financial condition) as at the end of the period in respect of which those   financial statements were drawn up. (c) The Borrower shall procure that each   set of financial statements delivered pursuant to Clause 12.1 (Financial   Statements and Information) is prepared using !FRS. 12.4 Information:   Miscellaneous The Obligor shall supply to the Lender: (a) promptly upon any   Obligor becoming aware of them, the details of any litigation, arbitration,   administrative or other proceedings which are current or pending against any   Obligor or its respective assets (or any other member of the Group or its   assets), only if such litigation, arbitration, administrative or proceeding   exceeds (i) INR 50,000,000 (Rupees Fifty Million only) if it relates to Tax   and (ii) INR 10,000,000 (Rupees Ten Million only) in all other cases   including customer disputes; (b) promptly on request, such information as the   Lender may reasonably require about the Charged Assets and/or compliance of   any Obligor with the terms of the Security Documents to which it is a party;   (c) promptly, such further information regarding the financial condition,   business and operations of any Obligor (or any other member of the Group) as   the Lender may reasonably request; and (d) promptly, written notice of any   change in authorised signatories of any Obligor signed by a director or   company secretary of such Obligor (whose specimen signature has previously   been provided to the Lender) and accompanied by specimen signatures of any   new authorised signatories. 13. WARRANTS 13.1 Warrants Definitions In this   Agreement (a) "Warrant Certificate" shall bear the same meaning   ascribed to it in the Warrants Instrument 13 


    




 










(b)   "Warrant Price" shall bear the same meaning ascribed to it in the   Warrants Instrument. (c) "Warrant Shares" shall bear the same   meaning ascribed to it in the Warrants Instrument. (d) "Warrants"   shall bear the same meaning ascribed to it in the Warrants Instrument. (e)   "Warrants Instrument" means the Singapore law governed instrument   substantially in the form set out in Schedule 5 (Form of Warrants Instrument)   to be executed by the Borrower as issuer in respect of the creation and   issuance of five-year detachable Warrants, and includes any amendments and   variations thereto and any further deed or agreement executed in addition to   or in substitution therefor. 13.2 Entry into Warrants Instrument In   connection with the Borrower's entry into the Finance Documents, the Borrower   hereby undertakes to promptly, and no later than the first Utilisation Date,   duly execute the Warrants Instrument and the Borrower shall: (a) issue to the   Lender the Warrants by no later than the first Utilisation Date, on terms and   subject to the conditions set out in the Warrants Instrument; and (b) deliver   to the Lender the definitive Warrant Certificates in respect of the Warrants   by no later than the first Utilisation Date. 13.3 Warrant Representations and   Warranties The Borrower makes the representations and warranties set out in   this Clause 13.3 (Warrant Representations and Warranties) to the Lender: (a)   the issue of the Warrants has been or will be duly authorised by the Borrower   and, when duly executed, authenticated, issued and delivered in accordance   with the Warrants Instrument and this Agreement, the Warrants will constitute   valid and legally binding obligations of the Borrower in accordance with,   without limitation, its constitutional documents; (b) the Warrant Shares have   been or will be duly authorised by the Borrower and will be validly issued,   fully-paid and unencumbered and free and clear of any security interests,   claims (including pre-emptive rights), liens, encumbrances and shall rank   pari passu in all respects with the fully paid Warrant Shares (of the   relevant class) then in issue; and (c) all actions, conditions and things   required to be taken, fulfilled or done (including, without limitation, the   obtaining of any consent or licence or the making of any filing or registration)   for the issue and delivery of the Warrants and the Warrant Shares (free from   any pre-emption rights) to be issued upon the exercise of the Warrants, the   carrying out of the other transactions contemplated by the Warrants   Instrument or the compliance by the Borrower with the terms of the Warrants   and the Warrants Instrument have been or will be taken, fulfilled or done.   13.4 Warrant Price The exercise price of each Warrant Share shall be equal to   the Warrant Price, subject to any adjustment as provided for in the Warrants   Instrument. 14 


    




 










13.5 Warrant   Shares The Lender shall be entitled to subscribe pursuant to the Warrants   Instrument up to US$1,848,000 worth of Warrant Shares in the Borrower,   subject to any adjustment as provided for in the Warrants Instrument. 14.   SUMMARY OF TERMS (a) A summary of the salient terms of the Finance Documents   is set out in Annex (Summary of Terms) hereto ("Summary of Terms")   and the Borrower shall sign and acknowledge every page of Annex 1 (Summary of   Terms). (b) The Summary of Terms is intended solely for information purposes   only and is not intended to be and does not constitute legally binding terms   and conditions of this Agreement. (c) In the event of inconsistency between   the Summary of Terms and any Finance Document, the terms of such Finance   Document shall prevaiL 15. STANDARD TERMS AND CONDITIONS (a) The standard   terms and conditions set out in Annex 2 (Standard Terms) hereto (as amended,   supplemented or varied from time to time, "Standard Terms") shall   apply to this Agreement. In the event of inconsistency, the terms of this   Agreement shall prevail. (b) The Obligors jointly and severally undertake to   comply with the Standard Terms. 15 


    




 










IN WITNESS   WHEREOF this Agreement has been entered into by the parties on the date   stated at the beginning. The Borrower SIGNED by for and on behalf of YATRA   ONLINE, INC. in the presence of: 1101-03, Tower B, 111 Address: h Floor,   Unitech Cyber Park, Sector-39, Gurgaon-122001 Fax No.: +91 124 3395500 E-mail   Address: alok. vaish@yatra.com Alok Vaish Attention: 16 


    




 










The Guarantor   SIGNED by for and on behalf of ASIA CONSOLIDATED DMC PTE. LTD. in the   presence of: Address: 1101-03, Tower B, 11th Floor, Unitech Cyber 122001   Park, Sector-39, Gurgaon-Fax No.: +91 124 3395500 E-mail Address:   alok.vaish@yatra.com Attention: Alok Vaish 17 


    




 










The Lender   SIGNED by for and on behalf of INNOVEN CAPITAL SINGAPORE PTE. LTD. in the presence   of: Witness Name: Address: 16 Collyer Quay, #23-01 Income at Raffles,   Singapore 049318 E-mail Address: chin@innovencapital.com Chin Chao Attention:   18 


    




 










SCHEDULE 1   Conditions Precedent 1. The Obligors (a) A certified true copy of the   constitutional documents of each Obligor. (b) A copy of a resolution of the   board of directors of each Obligor: (i) approving the terms of, and the   transactions contemplated by, the Finance Documents to which it is a party   and resolving that it execute, deliver and perform the Finance Documents to   which it is a party; (ii) authorising a specified person or persons to   execute the Finance Documents to which it is a party on its behalf; and (iii)   authorising a specified person or persons, on its behalf, to sign and/or   deliver all documents and notices (including, if relevant, any Utilisation   Request) to be signed and/or delivered by it under or in connection with the   Finance Documents to which it is a party. (c) A specimen of the signature of   each person authorised by each resolution referred to in paragraph (b) above.   (d) A copy of a resolution of the members of the Guarantor, approving the   terms of, and the transactions contemplated by, the Finance Documents to   which it is a party and resolving that it execute, deliver and perform the   Finance Documents to which it is a party. (e) A certificate from each Obligor   (signed by a director) confirming that borrowing, guaranteeing or securing,   as appropriate, the Commitments would not cause any borrowing, guaranteeing,   securing or similar limit binding on it to be exceeded. (f) A certificate of   an authorised signatory of each Obligor certifying that each copy document   relating to it specified in this Schedule 1 (Conditions Precedent) is   correct, complete and in full force and effect as at a date no earlier than   the date of this Agreement 2. Finance Documents (a) This Agreement, the   Warrants Instrument, the Warrant Certificate, the Security Documents duly   executed by all the parties thereto. (b) All notices required to be sent   under the Security Documents, each notice duly executed by the relevant   Obligor. 3. Other Documents and Evidence (a) A copy each of all   Authorisations (save for the Letter of Undertaking) required for the   execution, delivery and performance of any Finance Document, or the entry   into and performance of the transactions contemplated by any Finance   Document, or the validity, legality, enforceability and admissibility in   evidence of any Finance Document or any Transaction Security, or the   creation, validity, perfection or priority of any Transaction Security. \ 19   \ 


    




 










(b) Evidence   that all stamp duty, registration fees, notarial fees and other Taxes payable   in connection with the execution, delivery and performance of any Finance   Document or the entry into and performance of the transactions contemplated   by any Finance Document, or for the validity, legality, enforceability and   admissibility in evidence of any Finance Document or any Transaction   Security, or for the creation, validity, perfection or priority of any   Transaction Security, and all other amounts then due from the Borrower   pursuant to Paragraph 4.4 (Stamp Taxes) of the Standard Terms, have been   paid. (c) Evidence satisfactory to the Lender that all translation, filing,   registration and/or reporting requirements required under any applicable law   (including but not limited to the updated Register of Mortgages and Charges   of the Borrower) in connection with the SA have been made or (as the case may   be) completed. (d) A copy of any other Authorisation or other document,   opinion or assurance which the Lender considers to be necessary or desirable   (if it has notified any Obligor accordingly) in connection with any Finance   Document or the transactions contemplated by any Finance Document (e) Copies   of the Original Financial Statements. Evidence that the fees, costs and   expenses then due from the Borrower pursuant to Clause 8 (Fees) and Clause 9   (Transaction Expenses) have been paid or will be paid by the first   Utilisation Date. (f) (g) Such documentation and other evidence satisfactory   to the Lender of compliance with "know your customer" checks,   anti-money laundering checks or other similar procedures under applicable   laws and regulations. (h) The Lender being satisfied with the results of a   due diligence conducted on the company that the Borrower is in the process of   Agreement acquiring as of the date of this 20 


    




 










SCHEDULE 2 Form   of Confirmation Certificate From: Yatra Online, Inc. To: lnnoven Capital   Singapore Pte. Ltd. Date: Dear Sirs, Yatra Online, Inc. 1 in relation to   US$7.8 Million loan facilities -Facility Agreement dated [ (the   "Facility Agreement") 1. We refer to the Facility Agreement. This   is a Confirmation Certificate. Terms defined in the Facility Agreement shall   have the same meanings when used in this Confirmation Certificate, unless otherwise   defined herein. 2. We confirm that: (a) all the representations and   warranties made or deemed to be made by us under the Facility Agreement are   true and correct and continue to be valid; (b) all our undertakings and   obligations under the Facility Agreement are true and correct and continue to   be valid; (c) no event or circumstance has occurred since the date of the   Facility Agreement which is likely to have a Material Adverse Effect; and (d)   we have been complying with all the terms and conditions of the Facility   Agreement. 3. We agree to provide any additional documentary evidence in   support of the statements made in this letter, if the Lender so requires.   Yours faithfully, For and on behalf of Yatra Online, Inc. By: Name: Title:   Director 21 


    




 










SCHEDULE 3 Form   of Utilisation Request From: Yatra Online, Inc. To: lnnoven Capital Singapore   Pte. Ltd. Date: Dear Sirs, Yatra Online, Inc. 1 in relation to US$7.8 Million   loan facilities -Facility Agreement dated [ (the "Facility Agreement")   1. We refer to the Facility Agreement. This is the Utilisation Request Terms   defined in the Facility Agreement shall have the same meanings when used in   this Utilisation Request, unless otherwise defined herein. 2. We wish to   borrow the Loan on the following terms: Proposed Utilisation Date: ] (or, if   that is not a Business Day, the next Business Day) [Facility A I Facility B]   1 Facility to be utilised: Currency of Loan: [US Dollars]. [US$][ or, if   less, the Commitment Amount: applicable to the Facility to be utilised.   [First] Interest Period: 3. We confirm that each condition specified in   Clause 4.2 (Further Conditions Precedent) of the Facility Agreement is   satisfied on the date of this Utilisation Request. 4. The proceeds of this   Loan should be credited to [account]. 5. This Utilisation Request is   irrevocable. 1 Delete as appropriate 22 


    




 










Yours   faithfully For and on behalf of Yatra Online, Inc. Authorised Signatory Name:   Title: 23 


    




 










SCHEDULE 4 Form   of Compliance Certificate From: Yatra Online, Inc. To: lnnoven Capital   Singapore Pte. Ltd. Date: Dear Sirs, Yatra Online, Inc. J in relation to   US$7.8 Million loan facilities -Facility Agreement dated [ (the   "Facility Agreement") 1. We refer to the Facility Agreement This is   a Compliance Certificate. Terms used in the Facility Agreement shall have the   same meanings when used in this Compliance Certificate, unless otherwise   defined herein. 2. [We confirm that no Default is continuing.]* Yours   faithfully, For and on behalf of Yatra Online, Inc. By: Name: Title: Director   * If this statement cannot be made. the certificate should identify any   Default that is continuing and the steps, if any, being taken to remedy it.   24 


    




 










SCHEDULE 5 Form   of Warrants Instrument 25 


    




 










ANNEX 1 Summary   of Terms 26 


    




 










"Commitment",   "Facility B Facility Agreement "Facility Interest Annex2 of the   first Interest Period "Availability Period" I Repayment Date"   Facility Agreement Facility Agreement Facility Agreement SUMMARY OF TERMS AND   CONDITIONS OF THE FACILITY RELATED CLAUSES Facility Amount: I US$7,800,000 in   two tranches: Facility A-US$5,000,000 Facility B-US$2,800,000 • Definitions   of 'Total Commitments", "Facility Commitment “and Commitment “in   Clause1 of the Facility Agreement Purpose: General corporate purposes, •   Clause 3,1 of the I Interest Rate: I 9,00% p,a, • Definition of Rate" in   Clause 1 of the Facility Agreement Interest Payable: Payable monthly upon   drawdown. • Paragraph 3.1 of Facility Agreement • Please note that for any   loan shall end on the first Repayment Date for that loan. Availability: I For   both Facilities - Immediate upon completion of legal documentation but no   later than 15 September 2017. • Definition of in Clause 1 of the Facility   Agreement Maturity: Facility A-1 January 2020 Facility B - 1 August 2019 •   Definition of "Final in Clause 1 of the Facility Agreement Principal   Repayment Facility A - Principal repayment for the Facility will be amortised   equally on a monthly basis starting from 1 December 2017. Facility B -   Principal repayment for the Facility will be amortised equally on a monthly   basis starting from 1 October 2017 • Clause 6.1 of the Facility Fee: 1% of   the Commitment for each Facility (exclusive of taxes and statutory levies)   payable on the [first Utilisation Date I Utilisation Date of each Facility].   • Clause 8.1 of the j Prepayment Fee: Prepayment is not permitted for either   Facility prior to 31 July 2018. Prepayment is thereafter permitted, in a single   lump • Clause 7.2 of the Signed and ac r:ledged by: vvA NamqOK VAI H CFO ).   Yatra Onhpe, Inc, as Borrower 


    




 










¥it 1.5% of the   Borrower must Clause 1 of Agreement 13.1 and shares at a per-share   "Warrant Facility (or any part Warrants termination of the Facility 3.5   of Adverse Obligor or of the Group Agreement 11.11 its obligations under   reementy of, or the rights or enforceability, or the ranking, of any of the   event of default. Facility Agreement payment, with a prepayment penalty equal   to principal then outstanding on the total Facility. provide at least 15   days' prior wr"ltten notice of ·Its in prepay. tension to Default/   Penalty Interest: Amounts unpaid on any due date will attract additional   interest at 1% per month, compounded annually. • Definition "Default   Rate" in the Agreement • Paragraph Annex2 Facility of Interest Facility   2.3 of of the Facility of Date" Clause 3.2 of in 1 of of the 2 of the   Warrants The Borrower shall grant the Lender wa US$1,848,000 worth of   ordinary exercise price equal to US$12.00 per shar Warrants may be exercised   in whole or i via a net exercise provision]) at any time years from the date   of issuance. Warrant drawdown and/or payment of the thereof) and any   expiration and/or Agreement. warrants to purchase e. n part (by cash [or over   a period of 5 s shall survive any in the reasonable effect on: , condition   (financial Finance Documents; • Clauses 13.5 of the Agreement • Definitions   "Expiration and Price" in 1.1 of Instrument • Conditions and   Warrants Instrument • Definition "Material Effect" paragraph Annex   2 Facility • Paragraph of Annex Facility Ag Material Adverse Effect Clause:   Material Adverse Effect shall mean, opinion of the Lender, a material adverse   •The business, operations, property or otherwise) or prospects of any taken   as a whole; •The ability of any Obligor to perform the Finance Documents;   •The validity, legality or enforceability remedies of the Lender under, the   or •The validity, legality or effectiveness, priority or Transaction   Security. Any material adverse effect shall be an Security: The Facility   shall be secured by: •A Security Agreement To Create Fixed And Floating   Charge incorporating a first and exclusive fixed and floating charge over all   the Borrower's present and future assets. •Corporate guarantee from Asia   Consolidated DMC Pte. Ltd. ("Guarantor"). • Definition of "Debenture   “in Clause 1 of the Facility Agreement • Definition of "Guarantee “in   Clause 1 of the • Clause 10 of the Facility Agreement Signed and acknowledged   by:  Name: ALOK VAISH CFO\ Yatra   Online, Inc. as Borrower 


    




 










Financial To be   tested at the end of each Month starting from Covenants: September 2017 until   the Final Repayment Date: • Borrower to maintain a minimum consolidated   unencumbered US$20,000,000 at the end of each Month • If the above liquidity   level is breached, Borrower to ensure that the Group during the next Month is   less than or equal to US$2,500,000 per month until such Month end when the   unencumbered cash balance is reinstated to US$20,000,000 Conditions   precedent: Reporting Covenants: Agreement the Group within 180 days of   year-end, certified by and Borrower within 45 days of financial year end; and   Agreement Signed and acknowledged by:    Name: Alok VAISH CFO \ Yatra Online. Inc. as Borrower cash balance of at   least consolidated net cash outflow of the or more. • Clause 11.1 of the   Facility Agreement Both Facilities shall be made available to the Borrower   upon compliance with the following conditions precedent: •Submission of all   required documentation in agreed form and duly authorised and executed.   •Perfection of all security interests. •Satisfactory compliance with   know-your-customer and anti-money laundering checks. •Satisfactory due   diligence on the company which the Borrower is in the process of acquiring as   at the date of this Agreement. • Clause 4.1(a) of the Facility Agreement •   Schedule 1 of the Facility Agreement • Consolidated monthly and year-till-date   financial statements of the Borrower and for each operating entity of the   Group within 30 days of month end; • Annual consolidated audited financial   statements of independent certified public accountants acceptable to the   Lender; • Annual operating budgets and projections of the Group • Clause 12.1   of Facility the the Documentation As prescribed by the Lender including but   not limited to: •Facility Agreement. •Security Agreement To Create Fixed And   Floating Charge. •Warrants Instrument. •Board resolutions for availing the   Facility from the Lender and the issuance of Warrants along with signature   verification of the authorized signatories. •Shareholders' resolutions of the   Borrower for availing the Facility from the Lender. •Board and shareholders'   resolutions of the Guarantor for providing the corporate guarantee.   •Certified true copies of each of the Obligors' constitutional documents.   •Certified true copies of the Borrower's latest capitalisation table. •Other   applicable documents including waivers, utilization requests, compliance   certificates, as required by the Lender. • Schedule 1 of Facility 


    




 










Annex 2 of the   • Paragraph 10.4 of Facility Agreement Annex 2 of the Debenture the Warrants   **This Appendix A is intended solely for information purposes only and is not   intended to be and does not constitute legally binding terms and conditions   of the Facility Agreement. In the event of inconsistency between this   Appendix A and any Finance Document, the terms of such Finance Document shall   prevail and supersede Appendix A. Signed and acknowledged by:  Name: AC'OK VAISfi CFO \ Yatra Online, Inc.   as Borrower Other Conditions I Other clauses usual and customary to such debt   transactions such as: • Standard Legal Representations and Warranties. •   Negative Pledge over each of the Borrower's assets with consent only given on   a pari passu basis except for the Existing Paktor Facility. • Paragraph 9 of   Facility Agreement Annex 2 of the Governing Law All documents herein shall be   governed by Singapore law unless otherwise specified by the Lender_ •   Paragraph 24 of Facility Agreement • Clause 32 of the • Condition 13.1 of   Instrument Expenses Borrower agrees to pay all costs, fees and expenses   incurred • Clause 9 of the by the Lender in connection with the Facility   documentation. Facility Agreement 


    




 










ANNEX 2   Standard Terms 27 


    




 










1. DEFINITIONS   AND INTERPRETATION the expiry of a grace period. the giving of notice, the   making of any determination under the Finance Documents or any combination of   any of the foregoing) be an Event of Default. 1.1 Definitions   "Affiliate" means. in relation to any person. any person that   (directly or indirectly). owns or controls or is owned or controlled by or is   under common ownership or control with. such person. and each of such   person's officers. directors. joint venture parties or partners. as   applicable; and for this purpose. a person shall be treated as being   controlled by another person if that other person is able to direct its   affairs and/or control the composition of its board of directors or   equivalent body and/or vote (or control the voting of) more than 50% of its   voting shares. in each case. whether by way of ownership of shares. proxy.   contract agency or otherwise. In the case of the Lender, the term   "Affiliate" shall include all persons that form part of the Lender   group on the relevant date. "Event of Default" means any event or   circumstance specified as such in Paragraph 11 (Events of Default) of the   Standard Terms. "Facility Office" means the office notified in   writing by the Lender to the Borrower as the office through which it will   perform its obligations under this Agreement. "Finance Document"   means this Agreement, any Security Document, any Utilisation Request, any   Confirmation Certificate, any Compliance Certificate. the Warrants   Instrument, the Warrant Certificates. any Waiver Letter, the Letter of   Undertaking or any other document designated as such by the Lender and the   Borrower. "Authorisation" means: "Financial Indebtedness"   means any indebtedness for or in respect of: an authorisation. consent.   approval. (a) resolution. licence. waiver, exemption. filing. notarization.   order. lodgment or registration: or monies borrowed; (a) (b) any amount   raised by acceptance under any acceptance credit facility or dematerialised   equivalent; in relation to anything which will be fully or partly prohibited   or restricted by law or regulation if a Governmental Agency intervenes or   acts in any way within a specified period after lodgment filing, registration   or notification, the expiry of that period without intervention or action.   (b) any amount raised pursuant to any note purchase facility or the issue of   bonds. notes. debentures. loan stock or any similar instrument; (c) the   amount of any liability in respect of any lease or hire purchase contract   which would, in accordance with IFRS. be treated as a finance or capital   lease; (d) "Business Day" means a day (other than a Saturday,   Sunday or a public holiday) on which banks are open for general business in   Singapore, and (in relation to any date for payment or purchase of a   currency) the principal financial centre of the country of that currency.   receivables sold or discounted (other than any receivables to the extent they   are sold on a non-recourse basis); (e) "Change of Control" shall be   deemed to have occurred if any third party acquires Control over the   Borrower. (f) any amount raised under any other transaction (including any   forward sale or purchase agreement) having the "Charged Assets"   means all of the assets which from time to time are. or are expressed to be,   the subject of the Transaction Security. commercial effect of a borrowing;   (g) any derivative transaction entered into in connection with protection   against or benefit from fluctuation in any rate or price (and. when   calculating the value of any derivative transaction, only the marked to   market value shall be taken into account); "Companies Act" means   the Companies Act Chapter 50 of Singapore. "Control" (including,   the terms "is controlled by" or "under common control   with"), as used with respect to any person. means (i) in the case of   corporate entities, direct or indirect ownership of more than 50% of the   shares or voting shares. and (ii) in the case of other entities. direct or   indirect ownership of more than 50% of the equity interest, and/or shall   include (iii) the power to direct the management and policies of a person.   whether by way of contract or otherwise any counter-indemnity obligation in   respect of a guarantee. indemnity. bond. standby or documentary letter of   credit or any other instrument issued by a bank or financial institution: and   (h) the amount of any liability in respect of any guarantee or indemnity for   any of the items referred to in paragraphs (a) to (h) above. (i)   "Default" means an Event of Default or any event or circumstance   specified in Paragraph 11 (Events of Default) of the Standard Terms which   would (with 


    




 










"GAAP"   means generally accepted accounting principles in Singapore or any other   jurisdiction as may be agreed by the Lender from time to time.   "Month" means a period starting on one day in a calendar month and   ending on the numerically corresponding day in the next calendar month.   except that: "Governmental Agency" means any government. or any   governmental. regulatory, administrative. public or other authority. agency   or department. or any semi-governmental. statutory, judicial or quasi­   judicial entity or authority (including any stock exchange or any   self-regulatory organisation established under statute). (a) (subject to   paragraph (c) below) if the numerically corresponding day is not a Business   Day. that period shall end on the next Business Day in that calendar month in   which that period is to end if there is one. or if there is not. on the   immediately preceding Business Day; "INR" means the lawful currency   from time to time of India. (b) if there is no numerically corresponding day   in the calendar month in which that period is to end. that period shall end   on the last Business Day in that calendar month; and "Indirect Tax"   means any goods and services tax. consumption tax. value added tax or any Tax   of a similar nature. "Intellectual Property" means: (c) if an   Interest Period begins on the last Business Day of a calendar month. that   Interest Period shall end on the last Business Day in the calendar month in   which that Interest Period is to end. (a) any patents. trademarks. service   marks. designs. logos. trade names. business names. copyrights. database   rights. design rights. domain names. moral rights. inventions. confidential   information. know-how and other intellectual property. rights and interests   (which may now or in the future subsist). whether registered or unregistered;   and The above rules will apply only to the last Month of any period.   "Quasi-Security" means an arrangement or transaction under which a   person: the benefit of all applications and rights to use or exploit such   assets of each Obligor and each other member of the Group (which may now or   in the future subsist). (a) sells. transfers or otherwise disposes of any of   its assets on terms whereby they are or may be leased to or re-acquired by   such person or its Affiliate; (b) "Interest Period" means. in   relation to a Loan. each period determined in accordance with Paragraph 3   (Interest Periods) of the Standard Terms. and. in relation to an Unpaid Sum.   each period determined in accordance with Paragraph 2.3 (Default Interest) of   the Standard Terms. (b) sells. transfers or otherwise disposes of any of its   receivables on recourse terms; enters into or permits to subsist any title   retention arrangement; (c) (d) enters into or permits to subsist any   arrangement under which money or the benefit of a bank or other account may   be applied. set-off or made subject to a combination of accounts; or   "Material Adverse Effect" means a material adverse effect on: (a)   the business. operations. property. condition (financial or otherwise) or   prospects of any Obligor or of the Group taken as a whole; enters into or   permits to subsist any other preferential arrangement having a similar   effect. (e) the ability of any Obligor to perform its (b) in circumstances   where the arrangement or obligation sunder Documents; the Finance transaction   is entered into primarily as a method of raising Financial Indebtedness or of   financing the acquisition of an asset. the validity, legality or   enforceability of. or the rights or remedies of the Lender under. the Finance   Documents; or (c) "Receiver" means any receiver. manager. receiver   and manager or administrative receiver or any similar officer of the whole or   any part of the Charged Assets the validity. legality or enforceability. or   the effectiveness. priority or ranking. of any of the Transaction Security.   (d) "Repayment Date" means any date on which an instalment for   repayment of the Loans is due under the repayment schedule to be provided by   the Lender on each Utilisation Date. "Repayment Instalment" means   any instalment for repayment of the Loans specified in the repayment 2 


    




 










schedule to be   provided by the Lender on each Utilisation Date. "Unpaid Sum" means   any sum due and payable but unpaid by an Obligor under the Finance Documents.   "Repeating Representations" means each of the representations and   warranties set out in Paragraph 9.1 (Status) of the Standard Terms to   Paragraph 9.16 (Charged Assets) of the Standard Terms, and each of the   representations and warranties deemed or otherwise expressed to be repeated   by any Obligor under any other Finance Documents. "US Dollars" and   "US$" mean the lawful currency from time to time of the United   States of America. "Utilisation" means a Loan from the utilisation   of a Facility. "Utilisation Date" means the date of a Utilisation,   being the date on which the relevant Loan is to be made.   "Representative" means any delegate, agent. manager, administrator,   nominee, attorney, trustee or custodian. 1.2 Construction "Secured   Obligations" means all present and future monies, indebtedness.   obligations and liabilities of any kind at any time due, owing or incurred by   any Obligor to the Lender under or in connection with any Finance Document   (in each case. whether actually or contingently, whether incurred solely or   jointly or jointly and severally with any other person, and whether incurred   as principal, surety or in any other capacity). (a) Unless a contrary   indication appears. any reference in the Standard Terms to: (i) the   "Lender", the "Borrower", the "Guarantor", any   "Obligor", any "Party" or any other person shall be   construed so as to include its successors in title, permitted assigns and   permitted transferees: "Security" means a mortgage, charge, pledge,   lien or other security interest securing any obligation of any person or any   other agreement or arrangement having a similar effect. (ii) a "Finance   Document" or any other agreement, document or instrument is a reference   to that Finance Document or other "Subsidiary" means. in relation   to any company or corporation. a company or corporation: agreement,   instrument novated. document or as amended, supplemented, (a) which is   controlled, directly or indirectly, by the first mentioned company or   corporation: extended, restated or replaced from time to time (in each case,   however fundamental and whether or not more onerous, and including any waiver   or consent granted in respect of (b) more than half the issued equity share   capital of which is beneficially owned, directly or indirectly, by the first   mentioned company or corporation; or such Finance Document, agreement,   document instrument or any of terms), and includes or their any (c) which is   a Subsidiary of another Subsidiary of the first mentioned company or   corporation, change in the purpose of, any extension of or any increase in any   facility or the addition of any new facility under that Finance Document or   other agreement, document or instrument; and for this purpose, a company or   corporation shall be treated as being controlled by another if that other   company or corporation is able to direct its affairs and/or to control the   composition of its board of directors or equivalent body. (iii)   "including" shall be construed as "including without   limitation" (and cognate expressions shall be construed similarly); "Tax"   means any tax, levy, impost, duty or other charge or withholding of a similar   nature (including any penalty or interest payable in connection with any   failure to pay or any delay in paying any of the same). (iv)   "indebtedness" includes any obligation (whether incurred as principal   or as surety) for the payment or repayment of money, whether present or   future, actual or contingent: "Tax Deduction" has the meaning given   to that term in Paragraph 4.1 Standard Terms. (Tax Definitions) of the a   "person" includes any individual, firm, body corporate,   "Transaction Security" means the Security created or purported to   be created in favour of the Lender in respect of the obligations of the   Obligors under the Finance Documents pursuant to, or as evidenced by, this   Agreement and the Security Documents. (v) company, corporation, government,   state or agency of a state or any association. trust, joint venture,   consortium, partnership or other entity 3 


    




 










(whether or not   having separate legal personality}; Periods. In addition, a further default   interest at the Default Interest Rate shall be payable on the aggregate of   the Unpaid Sum and any interest accruing thereto from the due date to the   date of actual payment (both before and after judgment}. Any amount under   this Paragraph 2.3 (Default Interest) shall be immediately payable by the   Borrower on demand by the Lender. (vi} a "regulation" includes any   regulation, rule, official directive, request or guideline governmental,   intergovernmental supranational body, of any or agency, department or   regulatory authority or organisation: (b) Default interest (if unpaid}   arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of   each yearly anniversary from the date of the first Utilisation Date but will   remain immediately due and payable. (vii} a provision of law or regulation is   a reference to that provision as amended or re-enacted: (viii} words   importing the singular include the plural and vice versa and words importing   a gender include every gender: 3. INTEREST PERIODS 3.1 Interest Periods (ix}   Clauses. Annexes and Subject to this Paragraph 3 (Interest Periods). each   Interest Period shall be for a period of one Month except for the first   Interest Period which shall end on the first Repayment Date for that Loan. Schedules   are to clauses of. annexes to and schedules to this Agreement; and (a) (x} a   time of day is a reference to Singapore time. (b) An Interest Period for a   Loan shall not extend beyond any Repayment Date or the Final Repayment Date   applicable to its Facility. Clause, Annex and Schedule headings are for ease   of reference only_ (b) Unless a contrary indication appears. a term used in   any other Finance Document or in any notice given under or in connection with   any Finance Document has the same meaning in that Finance Document or notice   as in this Agreement. (c) (c) Each Interest Period for a Loan shall start on   its Utilisation Date. 3.2 Non-Business Days If an Interest Period would   otherwise end on a day which is not a Business Day, that Interest Period will   instead end on the next Business Day in that calendar month (if there is one}   or the preceding Business Day (if there is not). (d) A Default (other than an   Event of Default) is "continuing" if it has not been remedied or   waived and an Event of Default is "continuing" if it has not been   remedied or waived. 4. TAX INDEMNITIES 2. INTEREST 4.1 Tax Definitions 2.1   Calculation of Interest (a} A reference in this Paragraph 4 (Tax The rate of   interest on each Loan for each Interest Period is the Facility Interest Rate.   Indemnities) to or "determines" "determined" means a   determination made in the absolute discretion of the person making the   determination. 2.2 Payment of Interest The Borrower shall pay accrued   interest on a Loan on the last day of each Interest Period. 4.2   (Intentionally Omitted] 4.3 Tax Indemnity 2.3 Default Interest If the Lender   is required to make any payment of or on account of Tax on or in relation to   any sum received or receivable under the Finance Documents (including any sum   deemed for purposes of Tax to be received or receivable by the Lender whether   or not actually received or receivable} or if any liability in respect of any   such payment is asserted, imposed. levied or assessed against the Lender, (a)   If any Obligor fails to pay any amount payable by it under a Finance Document   on its due date, interest shall accrue on the Unpaid Sum from the due date to   the date of actual payment (both before and after judgment) at a rate which   would have been payable if the Unpaid Sum had. during the period of   non-payment. constituted a Loan in the currency of the Unpaid Sum for   successive Interest (a} 4 


    




 










the Borrower   shall, within three Business Days of demand, promptly indemnify the Lender   against such payment or liability, together with any interest, penalties,   costs and expenses payable or incurred in connection therewith. provided that   this Paragraph 4.3 (Tax Indemnity) shall not apply to: an amount equal to the   amount of the Indirect Tax. (b) Where a Finance Document requires an Obligor   to reimburse the Lender for any costs or expenses, such Obligor shall also at   the same time pay and indemnify the Lender against all Indirect Tax incurred   by the Lender in respect of such costs or expenses. (i) any Tax imposed on   and calculated by reference to the net income actually received or receivable   by the Lender (but, for the avoidance of doubt, not including any sum deemed   for purposes of Tax to be received or receivable by the Lender but 5.   MITIGATION BY THE LENDER 5.1 Mitigation (a) The Lender shall, in consultation   with the Borrower, take all reasonable steps to mitigate any circumstances   which arise and which would result in any amount becoming payable under or   pursuant to. or cancelled pursuant to, any of Clause 7.1 (Illegality) or   Paragraph 4 (Tax Indemnities), including, in relation to any circumstances   which arise following the date of this Agreement, transferring its rights and   obligations under the Finance Documents to another Affiliate or Facility   Office. not actually received or receivable) by the jurisdiction in which the   Lender is incorporated; or (ii) any Tax imposed on and calculated by   reference to the net income of the Facility Office of the Lender actually   received or receivable by the Lender (but for the avoidance of doubt, not   including any sum deemed for purposes of Tax to be received or receivable by   the Lender but not actually received or receivable) by the jurisdiction in   which its Facility Office is located. (b) Paragraph (a) above does not in any   way limit the obligations of any Obligor under the Finance Documents. 5.2   limitation of Liability (a) The Borrower shall. promptly on demand. indemnify   the Lender for all costs and expenses reasonably incurred by the Lender as a   result of steps taken by it under Paragraph 5.1 (Mitigation). (b) The Lender.   upon making a claim under paragraph. (a) above. shall notify the Borrower of   the event giving rise to the claim. 4.4 Stamp Taxes (b) The Lender is not   obliged to take any steps under Paragraph 5.1 (Mitigation) if, in the opinion   of the Lender (acting reasonably), to do so might be prejudicial to it. The   Borrower shall: pay all stamp duty. registration fees. notarial fees and   other similar Taxes and fees payable in respect of any Finance Document; and   (a) Conduct of Business by the lender 5.3 No provision of this Agreement   will: (b) within three Business Days of demand, indemnify the Lender against any   cost, expense, loss or liability which the Lender incurs as a result of any   failure to pay or delay in paying. or otherwise in relation to, any such   Taxes or fees. (a) interfere with the right of the Lender to arrange its   affairs (tax or otherwise) in whatever manner it thinks fit: (b) oblige the   Lender to investigate or claim any credit. relief, remission or repayment   available to it or the extent. order and manner of any claim; or 4.5 Indirect   Tax All amounts set out or expressed in a Finance Document to be payable by   any Obligor to the Lender shall be deemed to be exclusive of any Indirect   Tax. If any Indirect Tax is chargeable on any supply made by the Lender to   any Obligor in connection with a Finance Document, such Obligor shall pay to   the Lender (in addition to and at the same time as paying the consideration   for such supply) (a) (c) oblige the Lender to disclose any information   relating to its affairs (tax or otherwise) or any computations in respect of   Tax. 6. OTHER INDEMNITIES 6.1 Currency Indemnity 5 


    




 










(a) If any sum   due from an Obligor under the Finance Documents (a "Sum") is paid   in any other currency than US Dollars, the Borrower shall as an independent   obligation, within three Business Days of demand, indemnify the Lender against   any cost, expense, loss or liability arising out of or as a result of the   conversion of such Sum into US Dollars. Utilisation Request but not made by   reason of the operation of any one or more of the provisions of this   Agreement (other than by reason of fraud. wilful default or gross negligence   by the Lender alone); (h) a Loan (or part of a Loan) not being prepaid in   accordance with a notice of prepayment given by the Borrower; (b) Without   prejudice to paragraph (a) above, any amount received or recovered by the   Lender in respect of any sum due or payable by an Obligor to the Lender under   the Finance Documents in a currency other than US Dollars shall constitute a   discharge of the obligation of the Obligor to pay such sum only to the extent   of the amount in US Dollars which the Lender is able, in accordance with its   usual practice (and after deducting any costs of currency conversion   incurred). to purchase with the amount so received or recovered in such other   currency on the date of that receipt or recovery (or. if it is not   practicable to make that purchase on that date. on the first date on which it   is practicable to do so). (i) the administration, taking. holding.   perfection, protection or preservation of any Transaction Security or any   Charged Assets or any of the rights. powers or remedies of the Lender (or any   Receiver) under or in connection with the Finance Documents or the   Transaction Security, or the release of any Security Document or any other   document referred to in the Security Documents, or the release, re­   assignment or discharge of any Transaction Security or any Charged Assets; or   any other act. omission, matter or thing in connection with any of the   Finance Documents or arising from the Finance {j) Documents or the   transactions (c) Each Obligor waives any right it may have in any   jurisdiction to pay any amount under the Finance Documents in a currency or   currency unit other than US Dollars. contemplated by the Finance Documents   (other than. in each case. as a result of the Lender's fraud. wilful   misconduct or gross negligence). 7. COSTS AND EXPENSES 6.2 Other Indemnities   7.1 Amendment Costs Each Obligor shall. promptly on demand, indemnify the   Lender against any direct cost. expense. loss or liability incurred by the   Lender as a result of: If any Obligor requests an amendment, waiver or   consent, the Borrower shall, within three Business Days of demand, pay or   reimburse to the Lender the amount of all costs and expenses (including legal   fees) reasonably incurred by the Lender in responding to, evaluating,   negotiating or complying with that request or requirement. (a) the occurrence   of any Event of Default; (b) investigating any event which reasonably   believes is a Default; it the information produced or approved by any Obligor   being or being alleged to be misleading and/or deceptive in any respect; 7.2   (c) Enforcement Costs The Borrower shall, within three Business Days of   demand, pay or reimburse to the Lender the amount of all costs and expenses   (including legal fees) incurred by the Lender in connection with the   protection or preservation of, or the enforcement, realisation or exercise   (or the attempted enforcement, realisation or exercise) of. any rights,   powers or remedies under any Finance Document or any Transaction Security,   the defending of any claims against the Lender in relation to any Finance   Document or any Transaction Security, or any proceedings instituted by or   against the Lender (or any Receiver) as a consequence of taking or holding   any Transaction Security or any Charged Assets or of enforcing any rights.   powers or remedies in respect thereof. acting or relying on any notice.   request or instruction which it reasonably believes to be genuine, correct   and appropriately authorised; (d) any enquiry, investigation. subpoena (or similar   order) or litigation (or other proceedings) with respect to any Obligor (e)   or with respect to the financed transactions contemplated Agreement; or under   this (f) a failure by any Obligor to pay any amount due under a Finance   Document on its due date or in the relevant currency; 8. EXCLUSION OF   LIABILITY (g) funding, or making arrangements to fund. a Loan requested by   the Borrower in a In no event shall the Lender be liable for any loss of   profits. goodwill. reputation, business opportunity or 6 


    




 










anticipated   saving, or for special, punitive. indirect or consequential damages, whether   or not the Lender has been advised of the possibility of such loss or damages   or any special conditions or circumstances were known to the Lender, and each   Obligor (for itself and on behalf of each other member of the Group) waives   and releases the Lender from any claims it may have for any such damages.   constitute termination described) a default or event (howsoever under any   such agreement or instrument; or (b) (except for the Transaction Security)   result in the creation or existence of, or oblige it or any other member of   the Group to create, any Security over any of its or their respective assets,   other than as expressly permitted under the Finance Documents. 9.   REPRESENTATIONS Each Obligor makes warranties setout the representations and   in this Paragraph 9 (Representations) to the Lender on the date of this   Agreement. 9.4 Power and Authority It has the power to enter into. perform   and deliver, and has taken all necessary action to authorise its entry into,   performance and delivery of, the Finance Documents to which it is a party and   the transactions contemplated by those Finance Documents. 9.1 Status (a) It   (and each other member of the Group) is a corporation, duly incorporated and   validly existing under the laws of its respective jurisdiction of   incorporation. 9.5 Validity and Admissibility in Evidence (b) It (and each   other member of the Group) has the capacity and power to own and lease its respective   assets and carry on All Authorisations required or desirable: its respective   conducted. business as it is being (a) to enable it lawfully to enter into.   exercise its rights and comply with its obligations in the Finance Documents   to which it is a party; 9.2 Binding Obligations The obligations expressed to   be assumed by it in each Finance Document to which it is a party are legal,   valid, binding and enforceable obligations. (a) (b) to enable it to create   any Transaction Security expressed to be created by it or evidenced under the   Security Documents to which it is a party. and to ensure that each such   Transaction Security has the priority and ranking it is expressed to have   under such Security Documents; (b) Without limiting the paragraph (a) above, generality   of each Security Document to which it is a party creates the Transaction   Security which that Security Document purports to create or, if that Security   Document purports to evidence Security, accurately evidences validly created   Transaction Security which that Security Document purports to evidence, and   all such Transaction Security is valid and effective. to make the Finance   Documents to which it is a party admissible in evidence in its jurisdiction   of incorporation and in Singapore; and (c) (d) for it and the other members   of the Group to carry on its and their respective business. and which are   material. 9.3 Non-Conflict with Other Obligations have been obtained or   effected and are in full force and effect. The entry into and performance by   it of, and the transactions contemplated by, the Finance Documents to which   it is a party do not and will not: 9.6 Governing Law and Enforcement (a) The   choice of Singapore law as the governing law of the Finance Documents will be   recognised and enforced in its jurisdiction of incorporation. (a) conflict   with: (i) any law or regulation applicable to it; (b) Any judgment obtained   in Singapore in relation to a Finance Document will be recognised and   enforced in its jurisdiction of incorporation. (ii) its constitutional   documents or the constitutional documents of any other member of the Group;   or 9.7 Deduction of Tax any agreement or instrument binding upon it or any   other member of the Group or any of its or their respective assets. or (iii)   It is not required under the law applicable where it is incorporated or   resident or at the address specified in this Agreement to make any deduction   for or on 7 


    




 










account of Tax   from any payment it may make under any Finance Document. expressly disclosed   in such financial statements. 9.8 No Filing or Stamp Taxes Its financial   statements most recently supplied to the Lender (which, at or around the date   of this Agreement. are the Original Financial Statements) give a true and   fair view and represent the Group's consolidated financial condition as at   the end of, and the Group's consolidated results of operation) during the   relevant financial year. save to the extent expressly disclosed in such   financial statements. (b) Under the laws of Singapore and its jurisdiction of   incorporation, it is not necessary that the Finance Documents be filed,   registered. recorded or enrolled with any court or other authority in   Singapore or that jurisdiction or that any stamp duty, registration fees,   notarial fees or other similar Taxes or fees be paid on or in relation to the   Finance Documents or the transactions Documents. contemplated by the Finance   9.9 No Default (c) There has been no material adverse change in the business.   operations or consolidated financial condition of the Group since the date of   the Original Financial Statements prepared for the period ended as of March   31. 2017. (a) No Default is continuing or might reasonably be expected to   result from the making of any Utilisation. (b) No other event or circumstance   is outstanding which constitutes (or. with the expiry of a grace period, the   giving of notice, the making of any determination or any combination of any   of the foregoing. would constitute) a default or termination event (however   described) under any other agreement or instrument which is binding on it (or   any other member of the Group) or to which its (or their) respective assets   are subject which might have a Material Adverse Effect. 9.12 Senior Ranking   Its payment obligations under the Finance Documents to which it is a party   rank senior to and take priority over the claims of all of its creditors.   except for obligations mandatorily preferred by laws applying to companies   generally. 9.13 No Proceedings Pending No litigation. arbitration.   administrative or other proceedings of or before any court, arbitral body or   agency, which, if adversely determined, might reasonably be expected to have   a Material Adverse Effect. have been started or (to the best of its knowledge   and belief) is pending against it or any other member of the Group or any of   its or their assets. 9.10 No Misleading Information (a) All information   provided by it (or by any other member of the Group) to the Lender in   connection with the transactions contemplated by the Finance Documents is   true. complete and accurate in all material respects as at the date it was   provided or as at the date (if any) at which it is stated and was not   misleading in any respect. 9.14 Authorised Signatures Any person specified as   its authorised signatory in the documents delivered pursuant to Schedule 1   (Conditions Precedent) or Clause 12.4(d) (b) Any financial projections   provided by it (or by any other member of the Group) to the Lender in   connection with the transactions contemplated by the Finance Documents have   been prepared on the basis of recent historical information and on the basis   of reasonable assumptions. (Information: Miscellaneous) is authorised to sign   Utilisation Requests and other notices on its behalf. Ranking of Transaction   Security 9.15 The Transaction Security has the ranking in priority which the   Transaction Security is expressed to have in the Security Documents. and the   Transaction Security is not subject to any Security which ranks prior to or   pari passu with it. (c) Nothing has occurred and no information has been   given or withheld that results in the information provided by it (or by any   other member of the Group) to the Lender being untrue or misleading in any   material respect. Charged Assets 9.16 It is the sole legal and beneficial   owner of the Charged Assets over which it purports to grant the Transaction   Security, and such Charged Assets are free from any Security. Quasi-Security.   claims. third party rights or competing interests (other than the Transaction   Security). 9.11 Financial Statements (a) Its financial statements most   recently supplied to the Lender (which. at or around the date of this   Agreement. are the Original Financial Statements) were prepared in accordance   with IFRS consistently applied save to the extent 9.17 [Intentionally Omitted]   8 


    




 










9.18 Repetition   10.2 Compliance with Laws The Repeating Representations are deemed to be made   by each Obligor by reference to the facts and circumstances then existing on   the date of each Confirmation Certificate. each Utilisation Request, on each   Utilisation Date. Each Obligor shall (and the Obligors shall jointly and   severally ensure that each member of the Group will) shall promptly: (a)   obtain, comply with and do all that is necessary to maintain in full force   and effect; and 9.19 Notification of Default Each Obligor shall notify the   Lender of any Default (and the steps, if any, being taken to remedy it)   promptly upon becoming aware of its occurrence. (a) (b) supply certified   copies to the Lender of. any Authorisation required to comply in all respects   with all laws and regulations to which it may be subject and to conduct its   business in the same manner as it is conducted as at the date of this   Agreement. if failure to so comply would have a Material Adverse Effect. Each   Obligor shall notify the Lender in writing in the event of any revocation,   repudiation. denial or cancellation of any such Authorisation. (b) Promptly   upon a request by the Lender. the Borrower shall supply to the Lender a   certificate signed by one director on its behalf certifying that no Default   is continuing (or if a Default is continuing. specifying the Default and the   steps, if any. being taken to remedy it). 10.3 Senior Ranking 9.20 "Know   Your Customer" Checks Each Obligor shall ensure that its payment   obligations under the Finance Documents rank and continue to rank senior to   and take priority over the claims of all of its creditors, except for   obligations mandatorily preferred by law applying to companies generally.   Each Obligor shall promptly upon the request of the Lender supply, or procure   the supply of. such documentation and other evidence as is reasonably   requested by the Lender (including for the Lender on behalf of any   prospective assignee or transferee lender) in order for the Lender (or any   such prospective new assignee or transferee lender) to conduct any "know   your customer'' or other similar procedures under applicable laws and   regulations. 10.4 Negative Pledge (a) No Obligor shall (and the Obligors   shall jointly and severally ensure that no other member of the Group will)   create or permit to subsist any Security or Quasi­ Security over any of its   assets (including without limitation its Intellectual Property). 10. GENERAL   UNDERTAKINGS The undertakings in this Paragraph 10 (General Undertakings)   remain in force from the date of this Agreement for so long as any Secured   Obligation is outstanding under the Finance Documents or any Commitment is in   force. Paragraph (a) above does not apply to: (b) the Transaction Security   and all (i) 10.1 Authorisations Quasi-Security created or evidenced, or   purported to be created or evidenced, pursuant to any Finance Document; Each   Obligor shall promptly: (a) obtain, comply with and do all that is necessary   to maintain in full force and effect; and (ii) any Security or Quasi-Security   created by any Obligor (or any other member of the Group) with the prior   written consent of the Lender, provided always that any such Security or   Quasi-Security shall not rank (b) supply certified copies to the Lender of.   any Authorisation required to enable it to enter into and perform its   obligations under the Finance Documents to which it is a party, to ensure the   legality, validity, enforceability or admissibility in evidence in its   jurisdiction of incorporation and in Singapore of any Finance Document to which   it is a party. and to ensure that the Transaction Security is and remains in   full force and effect with the priority and ranking it is expressed to have   under the Security Documents. prior to Security. the Transaction 10.5   Disposals (a) No Obligor shall (and the Obligors shall jointly and severally   ensure that no other member of the Group will) enter into a single   transaction or a series of transactions (whether related or not, and whether   voluntary or involuntary) to sell. lease. assign, transfer or otherwise   dispose of any asset. 9 


    




 










Paragraph (a)   above does not apply to any sale. lease. assignment, transfer or other   disposal: (b) 10.8 Intellectual Property Each Obligor shall (and the Obligors   shall jointly and severally procure that each other member of Group will)   preserve and maintain the subsistence and validity of the Intellectual   Property necessary for its respective business. (i) of trading stock or cash   made in the ordinary course of trading of the disposing entity; (ii) of assets   in exchange for or replacement of other assets comparable or superior as to   type. value and quality and for a similar purpose; 10.9 Conduct of Business   Each Obligor shall (and the Obligors shall jointly and severally ensure that   each other member of the Group will) at all times carry on and conduct its   respective business in a proper and efficient manner. (iii) of obsolete or   redundant vehicles. plant and equipment for cash and on an arm's length 10.10   Books and Records basis and terms; or normal commercial Each Obligor shall   (and the Obligors shall jointly and severally ensure that each other member   of the Group will) keep proper records and books of account in respect of its   respective business_ (a) (iv) made with prior written consent of the Lender. 10.6   Preservation of Assets (b) Each Obligor shall (and the Obligors shall jointly   and severally procure that each other member of the Group will) permit the   Lender, after providing at least 7 days prior written notice unless there   occurs an Event of Default whereby only 1 day prior written will be required.   (i) to examine and inspect all requested books of account of the Obligors and   each member of the Group and (ii) to meet and discuss matters with senior   management, officers and auditors of each Obligor and member of the Group;   Each Obligor shall (and the Obligors shall jointly and severally ensure that   each other member of the Group will) maintain in good working order and   condition (ordinary wear and tear excepted) all of its assets necessary or   desirable from time to time in the conduct of its business. 10.7 Insurance   (a) Each Obligor shall (and the Obligors shall Jointly and severally ensure   that each other member of the Group will) maintain insurances on and 1m   relation to its business and assets (including the Charged Assets) against   those risks, and to the extent, as is usual for prudent companies owning the   same or similar property and carrying on the same or substantially similar   business in the same or similar location. 10.11 Taxation (a) Each Obligor   shall (and the Obligors shall jointly and severally procure that each other   member of the Group will) pay and discharge all Taxes, rents, rates.   assessments and governmental charges imposed upon it or its respective assets   within the time period allowed without incurring penalties. All insurances   must be in a form and with (b) reputable independent insurance companies or   underwriters. Each Obligor shall (and the Obligors shall jointly and   severally procure that each other member of the Group will) file and submit   in a timely manner all tax returns and other filings required to be filed or   submitted under any law or regulation in its jurisdiction of incorporation   and in the jurisdiction in which it is treated as resident for Tax purposes.   (b) (c) Each Obligor shall (and the Obligors shall jointly and severally   ensure that each other member of the Group will) comply with all the   conditions of the insurances taken by it, and shall promptly pay all premium   and other sums due in respect of each of the insurances effected by it. If an   Obligor fails to insure its assets or to pay any premium or other sums due in   respect of each of the insurances effected by it, the Lender may at its   discretion insure such assets or pay such premium or other sums due in   respect of each of the insurances effected by such Obligor (as the case may   be) at such Obligor's cost. (d) 10.12 Loans and Guarantees (a) No Obligor   shall (and the Obligors shall jointly and severally ensure that THCL will   not) make or allow to subsist any deposits, loans, investments in share   capital. grant any credit or give or allow to remain outstanding any   guarantee or indemnity to or for the benefit of any person or otherwise   voluntarily assume 10 


    




 










any liability,   whether actual or contingent. in respect of any obligation of any person. in   respect of an amount exceeding INR 20,000,000 (Rupees Twenty Million only).   accordance with Clause 7.2 (Voluntary Prepayment). (d) In the event the   Lender does not approve any Financial Indebtedness in respect of an amount   greater than INR 250,000,000 (Rupees Two Hundred and Fifty Million only)   within 7 Business Days of receiving the relevant information related to the   proposed Financial Indebtedness. the Borrower shall have the discretion to   prepay the Loans in accordance with Clause 7.2 (Voluntary Prepayment). For   the avoidance of doubt, the Borrower shall not be required to obtain any   approval of the Lender in the event it Paragraph (a) above does not apply to:   (b) (i) any trade credit extended by any Obligor (or any other member of the   Group) to its customers/vendors/suppliers on normal commercial terms and in   the ordinary course of its trading activities: (ii) any loan or credit   granted or provided by any Obligor (or any other member of the Group) seeks   to procure any Financial Indebtedness in respect of an amount up to INR   250,000,000 (Rupees Two Hundred and Fifty Million only). under any of   Documents; the Finance (iii) any guarantee or indemnity 10.14 Transaction   Security given or required under any of the Finance Documents; or Each   Obligor shall. ensure that any Transaction Security created by or evidenced   in, or purported to be created by or evidenced in, any Security Document   remains in full force and effect with the ranking and priority it is expressed   to have under the Security Document. (iv) any loan. credit, guarantee or   indemnity granted or provided by any Obligor (or any other member of the   Group) with the prior written consent of the Lender. 10.15 Anti-bribery and   Anti-corruption laws (v) any loan. credit, investments. guarantee or   indemnity granted. made or provided by any Obligor or THCL in respect of any   entity within the Group. Each Obligor shall (and the Obligors shall jointly   and severally ensure that each other member of the Group will): (a) comply   with all applicable anti-bribery and anti-corruption laws and regulations:   10.13 Financial Indebtedness not offer any bribe or facilitation payment to   any public official or other person; and (b) No Obligors shall (and the   Obligors shall jointly and severally ensure that no other member of the Group   will) incur or permit to remain outstanding any Financial Indebtedness. (a)   not do anything that may cause the Lender or any of its Affiliates to breach   any anti-bribery or anti-corruption law. (c) 10.16 Marketing Materials   Paragraph (a) above does not apply to: (b) The Lender may. and the Borrower   shall ensure that each Obligor and each other member of the Group will   accordingly permit the Lender to. use the Borrower's logo to highlight the   relationship between the Parties in the Lender's marketing materials. any   Financial Indebtedness incurred pursuant to any Finance Documents; (i) (ii)   any Financial Indebtedness incurred within the ordinary course of business of   the Group; and 10.17 Further Assurance The Obligors shall jointly and   severally promptly, at their own expense, execute and deliver (or procure the   execution and delivery of) all instruments and documents and do all acts and   things as the Lender may require: (iii) any Financial Indebtedness incurred   with the prior written consent of the Lender. In the event the Borrower   approves a convertible debt offering of the Borrower which is junior to the   debt availed by the Borrower under this Agreement and the Lender does not   allow issuance of such convertible debt, then the Borrower shall have the   discretion to prepay the Loans in (c) to create. perfect. maintain, protect   and/or preserve any of the Transaction Security created by or evidenced in.   or purported to be created by or evidenced in, the Security Documents, the   priority of any of the Transaction Security. or any of the rights. powers.   authorities. discretions and (a) 11 


    




 










remedies of the   Lender provided by or pursuant to the Finance Documents or by law; 11.4 Cross   Default (a) Any Financial Indebtedness of any Obligor or any other member of   the Group is not paid when due nor within any originally applicable grace   period. (b) to confer on the Lender Security over any property and assets of   any Obligor located in any jurisdiction. which is equivalent or similar to   the Security purported to be conferred by or pursuant to the Security   Documents; (b) Any Financial Indebtedness of any Obligor or any other member   of the Group is declared to be or otherwise becomes due and payable prior to   its specified maturity as a result of an event of default (however   described). (c) to facilitate the enforcement or realisation of any of the   Transaction Security. any of the Charged Assets or any of the Finance   Documents; and/or (c) Any commitment for any Financial Indebtedness of any   Obligor or any other member of the Group is cancelled or suspended by a   creditor of such Obligor. (d) to permit or facilitate the exercise by the   Lender of any right. power. authority. discretion or remedy with respect to   the Charged Assets and the Transaction Security or which is provided by or   pursuant to the Finance Documents or by law. (d) Any creditor of any Obligor   or any other member of the Group becomes entitled to declare any Financial   Indebtedness of any Obligor or any other member of the Group due and payable   prior to its specified maturity as a result of an event of default (however   described). 11. EVENTS OF DEFAULT Each of the events or circumstances set out   in the following sub-paragraphs of this Paragraph 11 {Events of Default)   {other than Paragraph 11.14 (Acceleration)) is an Event of Default. This   Paragraph 11.4 shall not include Air Travel Bureau Limited until Yatra Online   Private Limited. an indirect Subsidiary of the Borrower. holds 100% of the   shareholding of Air Travel Bureau Limited. 11.1 Non-payment 11.5 Insolvency   Any Obligor does not pay on the due date any amount payable pursuant to a   Finance Document at the place at and in the currency in which it is expressed   to be payable. No Event of Default will occur under the Finance Documents   including this Agreement if any Obligor repays the payable amount within   seven Business Days' of such due date. (a) Any Obligor or other member of the   Group admits inability to pay its debts as they fall due. suspends making   payments on any of its debts or. by reason of actual or anticipated financial   difficulties. commences negotiations with one or more of its creditors with a   view to rescheduling any of its indebtedness. 11.2 Other Obligations (b) A   moratorium is declared in respect of any indebtedness of the Borrower or any   other member of the Group. Any Obligor does not comply with any provision of   the Finance Documents (other than those referred to in Paragraph 11 1   (Non-payment)) (including but not limited to the delivery of the Letter of   Undertaking to the Lender pursuant to Clause 11.6 (Letter of Undertaking)) or   its obligations with respect to its insurances. No Event of Default will   occur under the Finance Documents including this Agreement if such breach is   remedied within 21 days from the date the Lender gives prior notice of such   breach to the relevant Obligor (save in respect 11.6 Insolvency Proceedings   Any corporate action. legal proceedings or other procedure or step is taken   in relation to: (a) the suspension of payments. a moratorium of any   indebtedness. winding­ up. liquidation. dissolution. administration. judicial   management. provisional of the aforementioned delivery of the Letter   Utilisation pursuant to Clause 11.6 (Letter Undertaking)). of of supervision   or reorganisation (by way of voluntary arrangement. scheme of arrangement or   otherwise) of any Obligor or any other member of the Group, other 11.3   Misrepresentation than a solvent liquidation or Any representation or   statement made or deemed to be made by any Obligor in the Finance Documents   or any other document delivered by or on behalf of any Obligor under or in   connection with any Finance Document is or proves to have been incorrect or   misleading in any material respect when made or deemed to be made.   reorganisation of any member of the Group which is not an Obligor; (b) a   composition or arrangement with any creditor of any Obligor or any other   member of the Group. or an assignment for the benefit of creditors generally   of any 12 


    




 










Obligor or any   other member of the Group or a class of such creditors; Any Transaction   Security is not. or ceases to be, in full force and effect or does not have.   or ceases to have, the ranking and priority it is expressed to have under the   Security Documents. (c) (c) the appointment of a liquidator (other than in   respect of a solvent liquidation of a member of the Group which is not an   Obligor), receiver, administrator, administrative receiver. receiver and   manager, manager, trustee. judicial manager, compulsory manager. provisional   supervisor or other similar officer in respect of any Obligor or any other   member of the Group or any of its respective assets; 11.8 Repudiation Any   Obligor repudiates a Finance Document or any Transaction Security, or evidences   an intention to repudiate a Finance Document or any Transaction Security.   11.9 Expropriation the enforcement of any Security over any (d) assets of any   Obligor member of the Group; or or any other Any seizure, compulsory   acquisition. expropriation, nationalization, intervention. restriction or   other similar action by or on behalf of any Governmental Agency or other   authority or person (whether de jure or de facto). or any step with a view to   the foregoing, is taken in relation to any Obligor or other member of the   Group or any of its respective assets. any acceptance by the courts of any   (e) application by any person to the courts for or in relation to: any   moratorium, stay, or restraining order with regard to any Obligor or any   member of the Group, or any of its respective assets (including without   limitation. in relation to any of the events listed in paragraph (a) to   paragraph (d) above); (i) 11.10 Litigation (a) Any litigation, arbitration,   administrative or other proceedings is commenced in relation to the   transactions contemplated under the Finance Documents or against any Obligor   or any other member of the Group or its respective assets which, if adversely   determined. might reasonably be expected to have a Material Adverse Effect.   (ii) any cram down order in relation to an Obligor or any member of the   Group, and its respective creditors or any class of those creditors   (including without limitation, under section 21 1H or section 2.2X of the   Companies Act); or (b) Any Obligor or other member of the Group fails to pay   or perform or comply with any final judgment or court order. 11.11 Material   Adverse Change (iii) any order for rescue financing (including without   limitation, under section 21E or section 27A of the Companies Act), Any event   or circumstance occurs which the Lender reasonably believe has or is   reasonably likely to have a Material Adverse Effect 11.12 ChangeofControl or   any analogous procedure or step is taken in any jurisdiction. Any Change of   Control (either directly or indirectly) of the Borrower or of any other   person who Controls the Borrower without the prior written consent of the   Lender. No Event of Default will occur under this Paragraph in respect of any   winding up petition which is frivolous or vexatious or is discharged, stayed   or dismissed within 90 days of commencement Structure of the Group 11.13   Unlawfulness and Invalidity 11.7 Any decrease in the cumulative percentage   ownership that the Borrower currently holds in the Guarantor and THCL and any   change in the members of THCL; (a) (a) It is or becomes unlawful for any   Obligor to perform any of its obligations under the Finance Documents to   which it is a party. Any obligation or obligations of any Obligor under any   Finance Document to which it is a party are not, or cease to be or are   alleged by any Obligor not to be. legal. valid. binding or enforceable in   accordance with the terms of that Finance Document (b) Any decrease in the   cumulative percentage ownership that the Guarantor and THCL currently holds   in Yatra Online Private Limited. an Indian corporation and any change in the   members of Yatra Online Private Limited; or (b) 13 


    




 










the Loans in   accordance with Clause 7.2 (Voluntary Prepayment). (c) Any decrease in the   percentage ownership that THCL currently holds in the Guarantor and any   change members of the Guarantor. in the Each Obligor agrees and acknowledges   that an assignment or transfer by the Lender of any of its rights and   obligations under the Finance Documents does not require the consent of the   Borrower or any other Obligor. (b) (d) 11.14 Acceleration On and at any time   after the occurrence of an Event of Default which is continuing. the Lender   may, by notice to the Borrower: 12.2 Sub-Participations without prejudice   outstanding: to any Loans then (a) The Lender may, without the consent of any   Obligor, at any time grant one or more sub­ participations in its rights   and/or obligations under the Finance Documents and no other Party or person   shall be concerned in any way with any sub­ participation so granted. (i)   cancel the Total Commitments (and reduce them to zero). whereupon they shall   immediately be cancelled (and reduced to zero); or 13. CHANGES TO THE   OBLIGORS (ii) cancel any part of any Commitment (and reduce such An Obligor   may not assign or transfer any of its rights or obligations under any Finance   Document, except with the prior written consent of the Lender. Commitment   accordingly), whereupon the relevant part shall immediately be cancelled (and   the relevant Commitment shall be immediately reduced accordingly); and/or 14.   DISCLOSURE OF INFORMATION 14.1 Disclosure of Information Each Obligor hereby   irrevocably (a) (b) declare that all or part of the Loans, authorises the   Lender, its employees or any other person who by reason of their scope of work   or capacity or office have access to the Lender's records. registers or any   correspondence or materials with regard to information relating to any   Obligor. its accounts, its transactions. any Facility, any Finance Document,   any transaction contemplated under the Finance Documents   ("Transactions") and/or any personal data (as defined in the   Personal Data Protection Act 2012 ("PAPA")) provided by any Obligor   to the Lender or which the Lender receives from any other sources without any   obligation of confidentiality or is otherwise collected by the Lender in the   course of any Obligor's relationship with the Lender or together with accrued   interest, and all other amounts accrued or outstanding under the Finance   Documents be immediately due and payable, whereupon they shall become   immediately due and payable; and/or (c) declare that all or part of the   Loans, together with accrued interest, and all other amounts accrued or   outstanding under the Finance Documents be payable on demand, whereupon they   shall immediately become payable on demand by the Lender. 12. CHANGES TO THE   LENDER its Affiliates (collectively. the such "Information"), to   disclose 12.1 Assignments and Transfers by the lender information to (a) any   person to whom such disclosure is permitted or required under any or pursuant   to any court order in which case sufficient notice on the Borrower shall be   provided to defend such disclosure; and (b) to the following parties who   shall (to the extent possible and where such party is not a government   department. agency, ministry, body or statutory board or any relevant   authority) undertake to be bound by the same disclosure restrictions imposed   on such Obligor for the purposes specified in the sub-paragraphs below and   for any and all the Purposes (as defined below): (a) The Lender may: (i)   assign any of its rights; or (ii) transfer by novation any of its rights and   obligations. under the Finance Documents to any person I another bank or   financial institution or to a trust, fund or other entity which is regularly engaged   in or established for the purpose of making, purchasing or investing in   loans. securities or other financial assets provided that no such assignment   or transfer may be made in favour of a competitor of the Borrower and such   assignment under this Clause 12.1 (Assignments and Transfers by the Lender)   will allow the Borrower to prepay (i) Any Obligor or its respective   Affiliates; (ii) any person in connection with a Transfer or proposed   Transfer. A "Transfer" includes any 14 


    




 










any other   dealing by any person whatsoever over or of or with the security; assignment   or transfer of the Lender's rights or obligations. any participation, sub­   participation. transfer of credit or other risk (entirely or in part) or   benefit (entirely or in part) by any means, and entry into any other   contractual relationship, in relation to any Facility and/or the   Transactions: (viii) any insurer. valuer or proposed insurer or valuer for   any security provided for any Facility and/or the Transactions: (ix) any   auditor of any Obligor or any auditor of any Affiliate of any Obligor; (iii)   any person for the purposes of enforcing or protecting its rights or   interests in relation to any (x) any person engaged by the Lender to collect   any sums of money owing from any Obligor to such party, for any purpose in   connection with the collection of such sum; and Facility, any Document.   and/or Transactions; Finance the (iv) any person in connection with any   insolvency proceeding (including, without limitation) judicial management.   winding­ (xi) the Lender, any of its Affiliates or any third-party service   provider engaged by the Lender up, compromise or arrangement. and   receivership) relating to any Obligor or any other person in connection with   in connection with risk management (which includes conflict clearance   exercise). credit approval''. credit exposure monitoring, credit   facility/repayment collection, data processing, cross-selling of products and   pursuing. on behalf of the Lender, further business opportunities. any Facility,   Document Transactions: any Finance and/or the (v) the Commissioner of Stamp   other Duties and any government department. agency, ministry, body or   statutory board or any relevant authority: In this Paragraph 14.1 (Disclosure   of Information), "Purposes" means the core business purposes of the   Lender, and includes the following: (b) any person involved in or connected   to the grant of any Facility by the Lender to any Obligor. the preparation of   any (vi) developing and providing credit facilities, products or services   (whether made available by the Lender or through it). including but not   limited to executing investments, commercial or other transactions and   clearing (i) Finance Document. the performance of any Transaction and/or (as   the case may be) the entry by the Lender into the Transactions (including,   without limitation. legal and other or reporting on these out and   professional advisors and transactions, carrying partners) and any person to   whom any Facility is granted to, and/or (as the case may be) With whom the   Lender may research. planning statistical analysis; or analytics for the   purposes of developing or improving its products, enter into Transactions   services. security. service pursuant to any change in the constitution of any   Obligor; quality, and advertising strategies; any person having or claiming   any interest in any security provided for any Facility, and/or the   Transactions or any person in favour of whom any Obligor is proposing to   create or grant an interest in the security for the purpose of seeking any   consent for the creation or variation of any interest in or increasing the   amount of moneys and liabilities secured or to be secured by any encumbrance   over the security or in connection with any security sharing arrangements   relating to the security or any enforcement of any security or any sale   transfer disposition or (vii) (ii) responding to queries or feedback of any   Obligor or any other person; (iii) addressing or investigating any   complaints, claims or disputes; (iv) verifying the identity of any Obligor   for the purposes of providing credit facilities, products or services;   conducting screenings checks as credit or due may be checks, diligence   required (v) under applicable law. regulation or directive; 15 


    




 










(vi) complying   with all applicable Lender in accordance with this Paragraph 14.1 (Disclosure   of Information). laws, regulations, rules. directives, orders, instructions   and requests from any local or foreign authorities, including regulatory,   governmental, tax and law enforcement authorities or other authorities; (e)   Any consent given pursuant to this Paragraph 14.1 (Disclosure of Information)   in relation to personal data shalf survive death. incapacity, bankruptcy or   insolvency of any such individual and the termination or expiration of this   Agreement or the cancellation. termination or repayment of all or any part of   any Facility and/or the Transactions. (vii) enforcing obligations the Lender;   owed to (viii) complying with obligations and requirements imposed by the   Lender from time to time by any 14.2 Verification by the Lender credit bureau   or credit information sharing services of which it is a member or subscriber;   Each Obligor consents and confirms that the Lender is authorised to verify or   make checks and/or obtain any information and/or confirmation. with or from   any credit reference agencies. and/or from any financial institution. on the   relevant Obligor or any member of the Group as the Lender may deem fit and   for any purposes which the Lender deems fit. (ix) financial reporting.   regulatory reporting, reporting, (including management risk management   monitoring credit record exposures). audit and keeping purposes; 15. PAYMENT   MECHANICS 15.1 Payments to the lender (x) enabling proposed transferee, any   or or actual assignee (a) On each date on which an Obligor is required to   make a payment under a Finance Document. that Obligor shalf make the same   available to the Lender (unless a contrary _indication appears in a Finance   Document) for value on the due date at the time and in such funds specified   by the Lender as being customary at the time for settlement of transactions   in the relevant currency in the place of payment. participant or   sub-participant of the Lender's rights or obligations to evaluate any proposed   transaction; and/or (xi) seeking professional advice. including legal advice.   Without prejudice to the foregoing, the Lender or any of its officers.   employees or agents may disclose any information in connection with any   Obligor or its respective accounts or any Facility or the Finance Documents   or any of the Transactions to any person to whom such disclosure is permitted   or required under any law or pursuant to any court order. (b) Payment shalf   be made to such account in the principal financial centre of the country of   that currency with such bank as the Lender specifies. (c) Upon the occurrence   of an Event of Default. all amounts paid to the Lender under this Deed or   received or recovered by the Lender in exercise of its rights under the   Finance Documents shalf. subject to the rights of any creditors having   priority, be applied in the following order: (c) The above Paragraph 14.1(a)   and Paragraph 14.1(b) (Disclosure of Information) apply to all personal data   provided by any Obligor or otherwise collected by the Lender from any other   sources or in the course of any Obligor's relationship with the Lender or any   of its Affiliates and each Obligor hereby consents. and hereby undertakes.   represents and warrants to the Lender that it has consented. to the collection.   processing, use and disclosure of personal data in accordance therewith. (i)   first. in or towards payment of any fee and any costs. charges and expenses   incurred by the Lender then due and payable under the Finance Documents; If   any Obligor provides the Lender with personal data of any individual   (including. where applicable. its directors. partners. office holders.   officers. employees. agents. shareholders and beneficial owners). such   Obligor hereby undertakes. represents and warrants to the Lender that such   Obligor has obtained such individual's consent for. and hereby consent on   behalf of such individual to. the collection. processing, use and disclosure   of his/her personal data by the {d) (ii) second. in or towards payment of any   interest due and accrued on the Secured Obligations; (iii) third. in or   towards the payment of the principal of the Secured Obligations and any   applicable fees and other charges. in such order as the Lender shalf 16 


    




 










determine in   its sole discretion; and under paragraph (a) above, interest is payable on   the principal or Unpaid Sum at the rate payable on the original due date.   (iv) fourth, in payment of any surplus to the Borrower or any other persons   legally entitled thereto and the Borrower shall remain liable to the Lender   for any deficiency thereof_ 15.7 Currency of Account (a) Subject to   paragraphs (b) and (c) below. US Dollars is the currency of account and   payment for any sum due from an Obligor under any Finance Document. 15.2   Payments to the Borrower (b) Each payment in respect of costs. expenses or   Taxes shall be made in the currency in which the costs. expenses or Taxes are   incurred. Each Utilisation to be made available by the Lender under this   Agreement shall be made available by the Lender to the Borrower by payment to   such account (with a bank in the principal financial centre of the country of   the currency of such Utilisation) as the Borrower may specify in the relevant   Utilisation Request (or as the Borrower may otherwise notify to the Lender be   not less than three Business Days' written notice). (c) Any amount expressed   to be payable in a currency other than US Dollars shall be paid in that other   currency. 15.8 Currency Conversion by the lender 15.3 Payments to an Obligor   Without prejudice to Paragraph 15.7 (Currency of Account) and Paragraph 6.1   (Currency Indemnity) and subject to any other provision in this Agreement to   the contrary. the Lender may convert any monies received or recovered by the   Lender from one currency to another currency at the Lender's spot rate of   exchange (or such other rate of exchange as may be utilised by the Lender in   its discretion) for the purchase of the other currency with the first­   mentioned currency. for the purpose of. or pending the discharge of. any of the   Secured Obligations or any amount outstanding under any of the Finance   Documents. The Lender may (with the consent of the Obligor or in accordance   with Paragraph 16 (Set-Off)) apply any amount received by it for that Obligor   in or towards payment (in the currency and funds of receipt) of any amount   due from that Obligor under the Finance Documents or in or towards purchase   of any amount of any currency to be so applied. 15.4 Partial Payments (a) If   the Lender receives a payment that is insufficient to discharge all the   amounts then due and payable by any Obligor under the Finance Documents, the   Lender shall apply that payment towards the obligations of that Obligor under   the Finance Documents in any order as the Lender considers appropriate. 15.9   Calculations by the lender For the purpose of calculating any amount payable   to or by it or for any other calculations to be made in connection with the   Finance Documents. unless a contrary indication appears in any other terms of   the Finance Documents. the Lender shall be entitled to notionally convert an   amount into a common base currency (decided by the Lender in its discretion),   that notional conversion to be made at the Lender's spot rate of exchange (or   such other rate of exchange as may be utilised by the Lender in its   discretion) at which the Lender is able to purchase the notional base   currency with the currency of such amount at the time at which that   calculation is to be made. (b) Paragraph (a) above will override   appropriation made by an Obligor. any No Set-off by Obligors 15.5 All   payments to be made by any Obligor under the Finance Documents shall be   calculated and be made without (and free and clear of any deduction for)   set-off or counterclaim. 15.6 Business Days 16. SET-OFF Subject to paragraph   (b) below. any payment which is due to be made on a day that is not a   Business Day shall be made on the next Business Day in the same calendar   month (if there is one) or the preceding Business Day (if there is not). (a)   The Lender may set off any matured obligation due from an Obligor to the   Lender under the Finance Documents against any matured obligation owed by the   Lender to that Obligor, regardless of the place of payment. booking branch or   currency of either obligation. If the obligations are in different currencies,   the Lender may convert either obligation at the Lender's spot rate of   exchange (or such other rate of exchange as may be utilised by the Lender in   its discretion) for the purpose of the set-off. Any payment which is due to   be made on a Final Repayment Date that is not a Business Day shall be made on   the preceding Business Day. (b) 17. NOTICES During any extension of the due   date for payment of any principal or Unpaid Sum (c) 17 


    




 










17.1   Communications in Writing 17.4 Electronic Communication Any communication to   be made under or in connection with the Finance Documents shall be made in   writing and, unless otherwise stated, may be made by fax or letter. Any   communication to be made between the Lender and any other Party under or (a)   in connection with the Finance Documents may be made by electronic mail or   other electronic means to the extent that the Lender and the Borrower agree   that, unless and until notified to the contrary, this is to be an accepted   form of communication and if each Party: 17.2 Addresses The address and fax   number (and the department or officer. if any, for whose attention the   communication is to be made) of each Party for any communication or document   to be made or delivered under or in connection with the Finance Documents is   that identified with its name below or any substitute address. fax number or   department or officer as such Party may notify to the other Parties by not   less than five Business Days' prior written notice. notify each other in   writing of their electronic mail address and/or any other information   required to enable the sending and receipt of information by that means: and   (i) (ii) notify each other of any change to their electronic mail address or   any other such information supplied by them by not less than five Business   Days' prior written notice. 17.3 Delivery Any communication or document made   or delivered by one person to another under or in connection with the Finance   Documents will be effective: (a) Any electronic communication made (b) if by   way of fax, only when (i) between the Lender and any other Party will be   effective only when actually received in readable form and in the case of any   electronic communication made by a Party to the Lender only if it is   addressed in such a manner as the Lender shall specify for this purpose. dispatched   with a fax transmission report showing that the entire communication or   document has been transmitted to the (elegant fax number; or (ii) if by way   of letter, only when it has been left at the relevant address or five   Business Days after being deposited in the post postage prepaid in an   envelope addressed to it at that address. (C) Any electronic communication   which becomes effective, in accordance with paragraph (b) above. after 5:00   p.m. (or on a day which is not a working day) in the place of receipt shall   be deemed only to become effective on the following working day in the place   of receipt. and, if a particular department or officer is specified as part   of its address details 17.5 English Language provided under Paragraph 17.2   that (a) Any notice and communication given under or in connection with any   Finance Document must be in English. (Addresses), if addressed to department   or officer. Any communication or document to be made or delivered to the   Lender will be effective only when actually received by the Lender and then   only if it is expressly marked for the attention of the department or officer   identified with the Lender's signature below (or any substitute department or   officer as the Lender shall specify for this purpose). All other documents   provided under or in connection with any Finance Document must be: (b) (b)   (i) in English: or (ii) if not in English, and if so required by the Lender.   accompanied by a certified English translation and. in this case. the English   translation will prevail unless the document is a constitutional, statutory   or other official document. Any communication or document which becomes   effective, in accordance with paragraphs (a) to (c) above, after 5:00 p.m.   (or on a day which is not a working day) in the place of receipt shall be   deemed only to become effective on the following working day in the place of   receipt. (c) 18 


    




 










18.   CALCULATIONS AND CERTIFICATES 22. COUNTERPARTS 18.1 Accounts Each Finance   Document may be executed in any number of counterparts. and this has the same   effect as if the signatures on the counterparts were on a single copy of the   Finance Document. In any litigation or arbitration proceedings arising out of   or in connection with a Finance Document. the entries made in the accounts   maintained by the Lender are prima facie evidence of the matters to which   they relate. 23. THIRD PARTIES RIGHTS {a) Unless expressly provided to the   contrary in a Finance Document. a person who is not a Party has no right   under the Contracts {Rights of Third Parties) Act. Chapter 54B of Singapore   to enforce or to enjoy the benefit of any term of this Agreement. 18.2   Certificates and Determinations Any certification or determination by the   Lender of a rate or amount under any Finance Document is. in the absence of   manifest error. conclusive evidence of the matters to which it relates. 18.3   Notwithstanding any term of any Finance Document. the consent of any third   person who is not a Party is not required to rescind or vary this Agreement   at any time. Day Count Convention {b) Any interest. commission or fee   accruing under a Finance Document will accrue from day to day and is   calculated on the basis of the actual number of days elapsed and a year of   365 days or, in any case where the practice in the Relevant Interbank Market   differs. in accordance with that market practice. 24. GOVERNING LAW This   Agreement and all the rights and obligations of the Parties hereunder are   governed by and construed in accordance with Singapore law. 19. PARTIAL   INVALIDITY If, at any time. any provision of the Finance Documents is or   becomes illegal, invalid or unenforceable in any respect under any law of any   25. JURISDICTION jurisdiction. neither enforceability of the Finance   Documents the legality, validity or remaining provisions of the nor the   legality. validity or 25.1 Jurisdiction {a) The courts of Hong Kong have   exclusive jurisdiction to settle any dispute arising out of or in connection   with this Agreement (including any dispute relating to the existence.   validity or termination of this Agreement) (a "Dispute").   enforceability of such provision under the laws of any other jurisdiction   will in any way be affected or impaired. 20. REMEDIES AND WAIVERS (b) The   Parties agree that the courts of Hong Kong are the most appropriate and   convenient courts to settle Disputes and accordingly no Party will argue to   the contrary. No failure to exercise, nor any delay in exercising, on the part   of the Lender, any right or remedy under the Finance Documents shall operate   as a waiver of any such right or remedy or constitute an election to affirm   any of the Finance Documents. No election to affirm any of the Finance   Documents on the part of the Lender shall be effective unless it is in   writing. No single or partial exercise of any right or remedy shall prevent   any further or other exercise or the exercise of any other right or remedy.   The rights and remedies provided in each Finance Document are cumulative and   not exclusive of any rights or remedies provided by law. 25.2 Consent to   Relief Each Obligor irrevocably and generally consents. in respect of any   proceedings anywhere arising out of or in connection with any Finance   Document. to the giving of any relief or the issue of any process in   connection with such proceedings, including the making. enforcement or   execution against any assets whatsoever (irrespective of their use or   intended use) of any order or judgment which may be made or given in such   proceedings. 21. AMENDMENTS AND WAIVERS {a) Any term of a Finance Document   may be amended or waived only with the prior written consent of the Lender   and the Obligor party to such Financing Document. and any such amendment or   waiver will be binding on all Parties. 25.3 Waiver of Immunities Each Obligor   irrevocably and unconditionally waives. to the fullest extent permitted by   applicable law. with respect to itself and its revenues and assets   (irrespective of their use or intended use), all immunity on the grounds of   sovereignty or other similar grounds from: {b) Any amendment or waiver of any   term of a Finance Document permitted by this Paragraph 21 {Amendments and   Waivers) shall only be effective if made in writing. suit or any other   proceedings or legal process: (a) 19 


    




 










for service of   process in relation to any proceedings before the Singapore courts in   connection with any Finance Document. jurisdiction of any court; (b) relief   by way of injunction or order for specific performance or recovery of   property; (C) 26.2 Without prejudice to any other mode of service allowed   under any relevant law, the Borrower agrees that failure by a Process Agent   to notify the Borrower of the process will not invalidate the proceedings   concerned. attachment of its assets (whether before or after judgment); and   (d) (e) execution or enforcement of any judgment to which it or its revenues   or assets might otherwise be entitled in any proceedings in the courts of any   jurisdiction. 26.3 If any person appointed as a Process Agent for service in   connection with this Paragraph 26 (Service of Process) is unable for any   reason to act as agent for service of process. the Borrower must immediately   (and in any event within fourteen days of such event taking place) appoint   another Process Agent on terms acceptable to the Lender. Failing this. the   Lender may appoint another Process Agent for this purpose. and irrevocably   agrees. to the extent permitted by applicable law. that it will not claim any   such immunity in any proceedings. 26. SERVICE OF PROCESS 26.4 Each Obligor   expressly agrees and consents to the provisions of this Paragraph 26 (Service   of Process) 26.1 Without prejudice to any other mode of service allowed under   any relevant law. each Obligor (other than an Obligor incorporated in   Singapore) irrevocably appoints the Process Agent as its agent where   applicable. \ it \ 20