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(A) all rights of the Lead Seller under Clause 3.9(a) shall fall away forthwith (including the representation rights under Clause 3.9(a)(iii) and the right to have the Kindle Pledge released under Clause 3.9(a)(iv));
***** (C) Kindle shall be entitled to repay, all of the loans (including accrued interest) granted by the Lead Seller to Kindle (if any) for an aggregate consideration of INR I (Indian Rupee One), promptly and in any event within 15 (Fifteen) Business Days of the occurrence of the RSL Land Failure Event and no further obligations or payments shall be due or payable in this regard. It is hereby clarified that the Lead Seller shall not be liable for any tax liabilities or consequences as a result of such repayment of loans (including accrued interest); (D) the RSL Land Failure Event shall constitute as an 'event of default' under the NCD Documents entered into by RSL with Purchaser I shall be entitled to accelerate the repayment of all amounts under the NCOD Documents entered into by RSL with Purchaser I as well as invoke the Kindle Pledge and transfer all or any of the Kindle Restricted Shares to any Person to seek redemption of the Subscription NCDs issued by RSL. Notwithstanding anything provided in the Agreement, the Lead Seller and / or its Affiliates shall not be liable in any manner whatsoever for any costs, loss or liability suffered by RSL and/ or the Purchasers which results from the arrangement contemplated in this Clause 3.9(a)(vi)(D) including pursuant to the invocation of pledge or imposition of any liability, penalty, cost on RSL due to such 'event of default'; and ***** (E) Save and except the rights and obligations of the Lead Seller under Clauses 8, 9 and 10B of this Agreement and any Transaction Documents entered pursuant to Clauses 8, 9 and 10B (which rights and obligations shall continue to be available to the Lead Seller in accordance with the terms therewith), all other rights and obligations of the Lead Seller in relation to the Kindle Restricted Shares (in the capacity as a Shareholder or debenture holder (pursuant to the relevant Capital Reduction Scheme), as the case may be) under the Kindle SHA and this Agreement shall fall away forthwith without requirement of any further act, deed or thing, however, the Lead Seller shall exercise all of its voting rights in relation to the Kindle Restricted Shares in a manner as instructed in writing by the Purchasers provided such instructions do not result in contravention of any Applicable Law. It is clarified that the Purchasers shall not give directions to the Lead Seller to exercise the voting rights in relation to Kindle Restricted Shares which is contrary to the procurement obligations of the Purchasers under Clause 8, Clause 9 and Clause 10B.
" 30 October 2019 To, Hindustan Cleanenergy Limited 616A, (16A, Sixth Floor), Devika Tower, Nehru Place, New Delhi-110019 Attn: Mr. Ravi Trehan Kindle Engineering and Construction Private Limited 906-907, Indraprasth Corporate, Opp. Venus Atlantis 100 ft. Road, Prahladnagar, Ahmedabad, Gujarat - 380015 Attn: Mr. Bharat Rathi Responsive SUTIP Limited 906-907, Indraprasth Corporate, Opp. Venus Atlantis 100 ft. Road, Prahladnagar, Ahmedabad, Gujarat - 380015 Attn: Mr. Bharat Rathi Sub: Occurrence of an 'Event of Default' under the Share Pledge Agreement dated 19 March 2018 and notice of invocation of Security under the pledge agreement Dear Sir,
"In light of the above facts and circumstances, it is respectfully prayed that this Hon'ble Court may be pleased to:
a) Restrain Respondent No.1 and Respondent No. 6, from giving effect to any invocation of the Kindle Pledge, and restrain Respondent No.3 from registering the transfer of 26% equity stake of the Petitioner in the Respondent No.3 company, till such time that the disputes are finally resolved by the parties through arbitration;
d) In case, the invocation of pledge has been given effect to and the 26% equity shares have already been transferred, then direct the Respondents to deposit the Share Certificate before the Registry of this Hon'ble Court and further restrain the Respondents from creating any third party rights or exercising any further rights / actions in respect of the said shares, till such time that the disputes are finally resolved by the parties through arbitration and· if the shares are held in DEMAT, direct the depository to freeze the shares and hold the same for Registry of this Hon'ble Court until the final resolution of the disputes by the parties through arbitration;