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(b) INR 296,40,04,665.26 (Indian rupees Two Hundred Ninety Six Crores Forty Lakhs Four Thousand Six Hundred Sixty Five and Paise Twenty Six Only) 1.8 "Net Deferred Consideration" shall mean the Gross Deferred Consideration as reduced by the Deductions to be paid in accordance with Clause 2.4. 1.11 "Outstandings" or "Principal Outstanding" shall mean principal amount of INR 635,68,88,729.08 (Indian Rupees Six Hundred Thirty Five Crores Sixty Eight Lakhs Eighty Eight Thousand Seven Hundred Twenty Nine and Paise Eight only) as more particularly set out in Part A of Schedule I herein, owed as on date of this Agreement, by Borrower to the Original Lender in terms of the Transaction Documents.

(b) Apart from the payment of the Transfer Price under Clause 2.2 the total amount payable to the Original Lender under this Clause shall not exceed the Net Deferred Consideration and upon payment thereof the financial obligations of the New Lender under this Agreement shall come to an end but the New Lender shall extend reasonable support as requested by the Original Lender at the cost of the Original Lender.

(c) Any part payment of the Net Deferred Consideration shall not absolve the New Lender from the obligation to pay the balance of the Net Deferred Consideration in accordance with this Clause to the extent the New Lender has received the corresponding Realisations.

(d) The Parties have agreed that the Deductions shall be borne by the Original Lender and accordingly the Original Lender will be paid only the Net Deferred Consideration. Upon receipt of the Net Deferred Consideration by the Original lender, the Original Lender shall be deemed to have received the Gross Deferred Consideration and will thereafter have no claims whatsoever against the New Lender.

2.5 Notwithstanding, anything contained in this Agreement, the Original lender hereby agrees that the transfer and/or assignment of Assigned Outstanding by it to the New Lender has been accepted by the new lender on the terms and conditions that there shall be no payment obligation upon the New Lender other than the payment of the Realisations in terms of this Agreement and further declares that neither the New Lender nor any of its directors/sponsor shall have any liability or obligation towards the Original Lender for repayment of the Net Deferred Consideration or otherwise howsoever in connection with the said Net Deferred Consideration in term of this Agreement.