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A/c: UNINOR

Approved Terms and Conditions

Principal Terms and Conditions


1. Borrower(s): The following Telecom companies collectively known as UNINOR,
to be financed under financing documents viz.
1) Unitech Wireless (North) Private Limited,
2) Unitech Wireless (South) Private Limited,
3) Unitech Wireless (Kolkata) Private Limited,
4) Unitech Wireless (Delhi) Private Limited,
5) Unitech Wireless (East) Private Limited,
6) Unitech Wireless (Tamilnadu) Private Limited
7) Unitech Wireless (Mumbai) Private Limited
8) Unitech Wireless (West) Private Limited
9) Unitech Long Distance Communication Services Private
Limited
(presently a wholly owned subsidiary of Unitech Wireless
(Tamilnadu) Private Limited)
the above companies are collectively called as the Borrowers
and each of them is called as Borrower.
Each of the Borrowers shall be jointly, severally and co-extensively
liable to discharge their obligations to the Lenders under the
financing documents
The Borrowers have filed an application for consolidation into a
single entity by way of a merger of other Borrowers in Unitech
Wireless (Tamilnadu) Private Limited. Approval of the Lenders for
the said merger/re-organisation is hereby accorded as part of this
sanction.
2. Sponsor Telenor ASA, Norway through Telenor Asia Pte Ltd. Singapore
3. Co-sponsor Unitech Limited
Cestos Unitech Wireless Pvt. Ltd.
Simpson Unitech Wireless Pvt. Ltd.
Acorus Unitech Wireless Pvt. Ltd.
Collectively referred to as Co-sponsors
4. Mandated Lead SBI Capital Markets Ltd. ("SBICAP")
Arranger
5. Lenders A Syndicate of banks and financial institutions
6. Borrowers The Borrower proposes to provide Global System of Mobile
Business Communication (GSM) telephony and other services as permissible
under the Telecom Licenses and related services across India.

7. Facility (i) Debt facilities comprising of Rupee term Loan of Rs.200.00 crores
out of debt requirement of Rs. 9,475.00 crores
(ii) Bank Guarantee (BG) of Rs.100.00 crores out of total BG
requirement of Rs. 2,000 crores.

8. Purpose of Facility To fund the design, supply, delivery, installation, commissioning and
operations of GSM based mobile telecommunications service
across all 22 circles in India by the Borrowers and national long
distance and international long distance services by Unitech Long
Distance Communication Services Private Limited. (a subsidiary of
Unitech Wireless (Tamilnadu) Private Limited) (hereinafter referred
to as the "Project").
The proposed Facility shall be used to fund
(i) Deployment of the GSM network including expenditure
incurred in ILD/NLD services as per the Project;
(ii) The expenditure incurred by the borrower towards
UAS/NLD/ILD Licence fee and preliminary & pre-operative
expenses;
(iii) Repayment of the Short Term Loans availed by the Borrowers
towards the implementation of the Project;
(iv) Operational Cash Losses including interest during the project
implementation period;
(v) Maintenance of Debt Service Reserve (DSR) amount required
during Implementation Period;
BGs shall be for the purpose of extending Bank Guarantees, bid
bonds etc in the normal course of business and/or in favour of
Department of Telecom (DOT) and/or any other statutory body
prescribed by Government of India (GOI), State Govt. etc
9. Project Cost The Project Cost has been estimated at Rs.16,248 Crores towards
the Project.
10. Interest Rate The interest rate would be Base Rate of State Bank of India (SBI)
plus a spread of 3.75% i.e. presently at 11.25% p.a. with monthly
rests. The interest spread shall be reset at the end of the availability
period i.e. upto 31st December 2013 and annually thereafter.
11. Upfront Fees 25 bps (plus applicable taxes) applicable on the fund based
facility.
12. Tenor 10 years
13. Availability The fund based facility shall be available for drawdown upto 31 st
Period December 2013. The BG limit can be utilised at any time during the
tenor of the Facility.
14. Moratorium Upto 30th March 2014
15. Project Funding The funding of the Project Cost will be undertaken through a
combination of Debt (Project Debt) and Contributed Equity at a
ratio not exceeding 1.40.
For the above, Debt shall include all secured external borrowings of
the Borrower including Rupee Term Loan, External Commercial
Borrowings, External Credit Agency Loans, Vendor Credits and LC.
Contributed Equity refers to the aggregate amount of shareholders
contribution by the Sponsor and the Co-Sponsors to the Project
Cost. It will be provided by the shareholders in the form of equity or
subordinated shareholder loans or redeemable / non-redeemable
preference shares or quasi equity. It can be in any other form as
acceptable to the Lenders Agent.
Redeemable Preference Shares (RPS) can be considered as part of
equity subject to it being subordinated to the Lenders and can be
redeemed only after the tenor of the loan except where its
redeemed by the issuance of fresh shares.
16. Security The Facility(ies)shall be secured by:
1. Pari Passu first charge on all present and future
tangible/intangible, movable assets of the Borrower;
2. Pari Passu first charge on all present and future (if any)
immovable assets of the Borrower;
3. Pari Passu first charge on all present and future current assets of
the Borrower
4. Pari-passu first charge on UAS / NLD / ILD Licenses held by the
Borrowers and Assignment thereof in favour of the lenders
through execution of Tripartite Agreement between the
licensor, licensee/Borrowers and Lenders;
5. Pledge of 51% issued and paid up shares of the Borrowers
6. Charge over Project Accounts (A first pari passu charge on the
Trust and Retention Account, Debt Service Reserve Account for
ensuing 3 months debt obligation including interest and
principal repayment and other reserves) and any other bank
accounts of the Borrower(s) wherever maintained,
7. Assignment / Pari-passu first charge over all insurance policies
and all proceeds from sale or lease of network, including
payment from DoT in the event of termination / cancellation of
licence in respect of any of the circles to the extent permissible
under such policies or licences.
8. Assignment / Pari-passu first charge over all rights, interest,
policies, benefits of the Borrower in the material project
contracts & agreements and other intangible project assets,
relating to the Project, to the satisfaction of Lenders. For the
purpose of the clause, all agreements/contracts having a
contract value of Rs. 100 crore and above would be treated as
material contracts/agreements;
Security would be shared on a pari-passu basis amongst all the
secured Lenders, including ECA/ECB.
Security Creation: Security as defined in (5) to be created before
disbursement, security as defined at (1), (2), (3), (6*), (7), (8) within 3
months of disbursement and security as at (4) within 6 months of
disbursement, unless otherwise agreed by the Lenders Agent,
failing which a additional interest of 1% over and above the
Applicable Interest shall be charged for the period of delay on the
entire amount outstanding, till the security is perfected.
* Note: DSRA account must have been created/funded before first
disbursement.
The Borrowers may arrange to create DSRA, as stipulated herein, by
providing a Letter of Credit/Bank Guarantee acceptable to
Lender's Agent. The charge on project assets shall not be available
as security for DSRA LC/BG.
17 Undertaking Telenor ASA shall provide undertaking satisfactory to the Lenders
Agent, for induction additional funds by way of subordinated
loans from Banks/financial institutions, equity, preference share
capital, subordinated shareholder loans , and/or any other means
as acceptable to the Lenders Agent, to meet any Funding Shortfall
arising on account of cost over-run or shortfall in the cash
generated in comparison with the Lenders Base Case by the
business during the period of 36 months, from the date of first
disbursement. The undertaking will expire at the last date of the
36th month from the date of first disbursement or September
30,2013,whichever is earlier.

The above mentioned undertakings shall be backed by the


appropriate corporate resolution.
18. Commitment Fee No commitment fee payable in case there is no deviation in
drawdown from the Drawdown schedule submitted at the time of
Documentation broadly in line with the base case business plan,
and revised thereafter from time to time as approved by the
Lenders Agent. However, commitment charges of 1.20% p.a. shall
be levied for draw-downs delayed beyond the approved draw-
down schedules.
19. Default Interest In the event of default in respect of payment of any installment of
the principal amount of the Loan/devolvement of Guarantees/LCs,
interest thereon or monies (except liquidated damages) becoming
due on their respective due dates, the Borrowers shall pay an
additional interest at a rate of 1% p.a. on the overdue amount from
the date of default till the date of payment.
If the amount remains outstanding after 60 days, default interest of
1% will then apply to all outstanding amounts from that date.
20. Repayment To be repaid in 26 quarterly structured instalments commencing on
Schedule 31st March 2014.
FY 14 FY 21
FY 15 FY 16 FY 17 FY 18 FY 19 FY 20
(1 Qtr) (1 Qtr)
2% 10% 12% 14% 18% 19% 20% 5%
Beginning FY 2015 onwards, in the event of a cash surplus a) after
meeting the debt obligations and b) capex requirements for the
subsequent year as per the Lenders Base Case of the Borrowers
and c) having a minimum cash balance of Rs.500 crores, 50% of
that surplus may be applied to accelerate the principal repayment
(at the option of lender) due in subsequent years starting from last
years repayment obligation with out any prepayment premium
subject to meeting the Financial covenants.
21. Prepayment 1.00 % of the prepaid amount of Long Term Loan.
No prepayment penalty to be levied if pre-payment is made in
whole or in part within 90 days of interest reset date with a notice of
30 days. No prepayment penalty shall be levied if any or the entire
amount drawn under the Facility is repaid by way of Contributed
Equity/IPO proceeds/ /internal accruals with a notice of 60 days.
22. Mandatory Upon the occurrence of any of the following events, the Borrowers
Prepayment shall mandatorily prepay the outstanding amount of the Loan in full
or part, as the context may require, without payment of any
Prepayment Penalty from the proceeds of any amount exceeding
Rs. 100 crores received by and on behalf of the Borrowers from any
such event, if such event involves the receipt of:
any liquidated damages/penalties paid to/received by the
Borrowers under any of the Project documents (including but
not limited to master service agreement together with
service contracts, insurance contracts) to the extent not
applied to pay penalties under that Project documents or to
pay for the completion of the work contemplated by such
Project document that was not completed because of the
circumstances giving rise to such payment/receipt of
liquidated damages;
any proceeds received by the Borrowers in connection with
a breach of warranty or guarantee under any Project
document to the extent not applied to repair or replace the
defective component that is the subject of such warranty;
any insurance proceeds received by the Borrowers to the
extent not applied to repair, renovate, restore or re-instate of
the Project Assets;
the proceeds of any termination payments/buy-out
payments received by the Borrowers under the Project
document to the extent not applied for making good any
losses suffered as a result of such termination or buy-out;
the proceeds received by the Borrowers resulting from the
expropriation or other taking by any Government Authority
of the Project Assets of the Borrowers to the extent not
applied for making good any losses suffered by the
Borrowers as a result of such expropriation or taking by the
Govt.; and
the proceeds received by he Borrowers resulting from an
arbitral or judicial award in connection with any of the
Project documents to the extent such proceeds are not
applied for making good the loss or damages or any other
adverse effect that the Borrowers had suffered in relation to
the subject matter of such arbitral or judicial matter.
Provided however, that any proceeds to be applied for the
prepayment in accordance with this clause shall only be done
after deducting legal, processing and any other expenses incurred
by the Borrowers in realizing such proceeds.
The Borrowers shall also be required to prepay the entire
outstanding amount of the Loan in the event of Telenor ASA failing
to retain the management control over the Borrowers
Upon such prepayment, the amount shall be adjusted with the
repayment(s) as per the amortisation schedule under Financing
Documents in inverse order.
23. Lenders Market Spectrum Value Partners
and Technical
Consultant
24. Lenders Legal Amarchand & Mangaldas & Suresh A. Shroff & Co.
Counsel
25. Lenders To be appointed on behalf of the Lenders to review the Project
Independent Cost and network rollout plan and monitor the progress in
Engineer implementation of the Project, at the expense of the Borrower.
26. Conditions The grant of the first disbursement under the Facility shall be subject
Precedent for first to the fulfilment of the following conditions precedent:
disbursement Undertaking to create Security as stipulated has been
obtained by the Lenders Agent;
Furnish Sponsor Undertaking/s as stipulated at clause 17 in
this term sheet.
Delivery of final report from Lenders Legal Counsel
regarding All Financing Documents relating to the Facility
have been signed and are in full force and effect
Final reports satisfactory to the Lenders, if required, from any
of the Lenders advisors have been delivered to the
Lenders Agent;
Certificate from the Borrowers Secretary/Director regarding
all material regulatory, government, shareholder and
corporate approvals for the Facility with respect to the
Borrowers.
Evidence that all the material insurances obtained by the
Borrowers are in full force and effect
All representations and warranties are true given by the
Borrowers, Sponsors, Co-Sponsor are true to the best of the
knowledge of the party giving them on the date of such
representation and warranty;
No event of default or potential event of default has
occurred and is continuing or would result from drawing of
the Facility;
No material adverse change in the constitution of the
Borrower and its financial position;
Creation/Funding of DSRA equivalent to next 3 months debt
obligation for fund-based facility.
27. Conditions All representations and warranties are true given by the
Precedent for Borrowers, Sponsors, Co-Sponsor are true to the best of the
subsequent knowledge of the party giving them on the date of such
disbursement representation and warranty;
No event of default or potential event of default has
occurred and is continuing or would result from drawing of
the Facility;
No material adverse change in the constitution of the
Borrower and its financial position;
Funding of DSRA equivalent to next 3 months debt
obligation for fund-based facility.
28. Restricted The Borrower may declare or pay dividends for the duration of the
Payments: Facility(ies) only subject to there is no subsisting Event of Default
and Borrowers meeting Financial covenants. No dividend
payments to be undertaken until Repayment of Project Debt has
commenced.
Any loans and deposits granted by the Sponsor or Co-Sponsors to
the Borrowers shall be subordinate to the Facility. The interest
payments towards any such loans shall accrue but shall be paid
only after the loan has been repaid in full
29. Covenants: Certain financial and other covenants typical for this type of
financing shall be applied to the Borrower(s) and tested on an
annual consolidated basis
1. Maximum Net Debt to EBITDA ratio of 3.75 as on 31.03.2014
and less than 3.00 for every year thereafter (testing to begin
from 31.03.2014).
2. At any point in time, including the date of First
Disbursement, Maximum Debt to Contributed Equity shall
not exceed 1.40. [Debt and Contributed Equity as defined
above]
3. Annual DSCR [(PAT + Depreciation + Amortization + Interest
Expense (excluding accrued unpaid interest on any
shareholders loans) + Deferred Tax + other Non-cash
Expense + Change in Working Capital) / (Debt Repayments
+ Interest Expense)] shall not fall below 1.30 for March 31
,2014 and 1.50, from March 31, 2015 onwards. The internal
accruals earmarked to meet capital expenditure
requirements would be excluded for the purpose of DSCR
computation.
The Borrower(s) may cure a breach of the Financial Covenants by
procuring additional shareholder funding ('Curative Equity') within
90 days of the breach (Cure Period). The Curative Equity once
brought in shall be treated as shareholder loans from Sponsor and
Co-sponsor.
Covenants to be tested annually based on Borrowers certification.
Penalty of 1%. p.a. on outstanding loan amount from date of
testing till date of curing in case there is a breach of financial
covenants.
(The financial covenants would need to be re-visited once the
Lenders base case is finalized)
30. Representations The financing agreements shall include representations and
and Warranties warranties customary for such financings.
31. General For as long as the Facility remains outstanding, the following
Undertakings/ undertakings shall be applicable to the Borrower (unless specific
Other Conditions waivers/permissions have been sought from Lenders Agent),
The Borrowers will use the Facility solely for the purposes stated;
Notwithstanding anything in this term sheet or the financing
documents the liability of Unitech Long Distance
Communication Services Private Limited will be restricted to
the amount drawn by Unitech Long Distance Communication
Services Private Limited if it is not consolidated or merged with
the other Borrowers.
The Borrowers should maintain adequate books of accounts,
which should correctly reflect its financial position and scale of
operations and should not radically change its accounting
system without notice to the Lenders.
The Borrowers shall keep the Lenders advised of any
circumstance adversely affecting the financial position of their
subsidiaries/ group companies or companies in which it has
invested, including any action taken by any creditor against
the said companies legally or otherwise.
The total penal interest in respect of default, breach of
financial covenants and prepayment shall not exceed 3% at
any point of time
The Borrowers agree that the Board of Directors or a
Committee of Directors shall be responsible for supervising and
monitoring the progress during the implementation /
construction of the Project;
The Borrowers agree that the Board of Directors or a
Committee of Directors shall be responsible for audit related
matters for close monitoring of the Borrowers operations;
The Borrower shall pay on demand to the Lenders Agent the
reasonable cost incurred by the Solicitors/ Advocates/
Company Secretaries used by the Lenders in connection with
the creation and registration of security, certification of
charge thereof with the Registrar of Companies, compilation
of Search/Status Reports or other similar matters, provided that
the Lenders were authorized to use such services by the
Borrower;
The Lenders will have the right to share credit information as
deemed appropriate with CIBIL or any other institution as
approved by RBI from time to time;
The Borrower shall not induct into its Board a person whose
name appears in the willful defaulters list of RBI/CIBIL (other
than a Nominee/Professional / Honorary director). In case such
a person is already on the Board of Borrower, it would take
expeditious and effective steps for removal of that person
from its Board;
In case of any default in repayment of dues on the due dates
by the Borrowers, the Lenders and/or the Reserve Bank of India
(RBI)/Credit Information Bureau of India Ltd. (CIBIL) will have an
unqualified right to disclose or publish the details of the default
and the name of the Borrowers and its directors as defaulters
in such manner and through such medium as
Lenders/RBI/CIBIL in their absolute discretion may deem fit.
The Borrowers assets offered as security for the Facility should
be kept fully insured against fire and such other risks in
accordance with the standard industry practice . The
insurance policies shall be retained by the Borrower. However,
a copy of the policies should be submitted to the Lenders. A
list of the current insurance policies should be submitted to the
Lenders detailing therein the names and addresses of the
insurer, brief particulars of goods covered, type of cover,
amount of cover and date of expiry of each policy. Insurance
policies should contain the Lenders' Security
Stipulationdescribed herein and name the lenders as loss
payees.
The Borrower shall provide the requisite information and
provide access to Lenders or a consultant appointed by
Lenders to carry out periodic Environment & Social Monitoring
and Review (ESMR) of the Project;
The Borrower shall not, without the prior consent of the lenders
agent, which consent shall not be unreasonably withheld,
incur any significant capital expenditure exceeding Rs 100
Crore per annum, other than capital expenditure
incorporated in the Lenders Base Case;
The Borrower will not sell, transfer or otherwise dispose of their
assets exceeding Rs 50 Crore per annum or except for
disposal in the ordinary course of business. Any such disposals
shall be done only on an arms length commercial terms basis;
The Borrowers shall not without the prior consent of the
Lenders Agent, reduce the amount of its share capital
except in pursuance of proposed merger or in case of any
reorganization, rearrangement or transfer of shares inter-se
between the Borrowers. Other than the above there would not
be any restriction on any increase/transfer of shares The
Borrower(s) shall not provide any loans or advances except
within themselves, or guarantees or any form of financial
assistance to any affiliate or third party;
The Borrower shall not enter into new investments, acquisitions,
and disposals or have any other business except as
contemplated herein and except in ordinary course of
business or permitted investments of surplus funds;
The Borrower shall not without the prior consent of Lenders
Agent enter into any form of reconstruction, merger or
amalgamation except when such reconstruction, merger or
amalgamation is inter se between the Borrowers for setting up
a consolidated entity as envisaged under this term sheet.
The Borrower will seek the approval of the Lenders Agent for
raising any additional secured indebtedness.
No revocation of or adverse changes to the terms and
conditions of any contracts, consents, and/or licenses required
for the conduct of the Borrowers businesses, which would
have material adverse effect on the Project / Facility ;
The Borrower shall not create, incur, assume or permit to exist
any liens on any property or asset now owned or hereafter
acquired by it, or assign, novate or sell any income or
revenues (including accounts receivables) or rights in respect
of any thereof;
To maintain clear title over all material assets being offered to
lenders as security ;
The Borrower(s) will not declare any dividends or make any
form of distribution, nor provide any loans to its Sponsors, save
for all payments in compliance with Restricted Payment
Covenant discussed above;
The Borrower shall take suitable hedging for foreign currency
loan exposures as per the Board approved hedging policy of
the Borrowers which would be submitted to the Lenders
Agent in due course;
The Borrower shall get credit facilities rated by any of the
independent rating agencies viz. CRISIL or CARE or ICRA or
Fitch by March 31, 2011 .
The Borrower shall agree that the Lender's Agent will have the
right to examine at all times the Borrowers books of accounts
and to have the Borrowers sites/offices inspected, from time
to time, by officer(s) of the Bank and/or qualifies auditors
and/or technical experts and/or management consultants of
the Banks choice. Cost of such inspection shall be borne by
the Borrowers;
The Borrower shall agree that if an EoD has been declared as
as having occurred by the Lenders Agent and has been
subsisting for a continuous period of 90 days, the Lender's
Agent will have the option of appointing its nominee on the
Board of Directors of the Borrowers to look after the interest of
Lenders. The directors normal fee and expenses will be
defrayed by the Borrower. Such director shall not be required
to hold qualification shares and shall not be liable to
retirement so long as the EoD has not been satisfactorily
remedied.
The Lenders reserve, the right to call up the Facility upon the
happening of any of the following event of Default (each an
Event of Default or EoD):
Any installment of principal amount of or interest on the
Facility remaining unpaid for a period exceeding thirty (30)
days on their respective due dates;
Material adverse deviation for a period exceeding 1 year in
respect of any two Financial Covenants beyond 20% from
the stipulated limits, unless specifically approved by the
Lenders Agent ;
The Borrower committing any breach/or/default in the
performance or observance of the material covenants of
the Facility Agreement and such breach/or/default
continues for a period of ninety (90) days after receipt of a
notice from the Lenders Agent
Cross default, i.e. a default in the payment of any principal,
interest, premium or other amount due (whether by
scheduled maturity, required prepayment, acceleration or
demand) in respect of any financial indebtedness (other
than any indebtedness arising under or in respect of the
Facility Agreement) in excess of Rs. Hundred Crores (Rs.
100,00,00,000) in the aggregate. A breach by the Borrower
of its obligations under the any other Financing Document
and: in the case of any such obligation, where such non-
compliance would have a material adverse effect on the
Borrowers ability to repay under the Facility Agreement
and if such failure is capable of being remedied, is not
remedied within a period of sixty (60) days, or if such Project
Agreement provides for a longer cure period, such cure
period;
A receiver being appointed in respect of the whole or any
part of the property of the Borrower and such appointment
is not stayed, quashed or dismissed within a period of sixty
(60) days;
The occurrence of any event or circumstance which is
prejudicial to or imperils or depreciates the security given
to the Lenders and such event or circumstance continues
to have an effect for a period in excess of ninety (90) days;
Any material adverse change with respect to the
Borrowers ability to make repayments under the Facility
Agreement;
Telenor failing to retain Management Control of the
Borrower as stipulated and the Borrower failing to make
Mandatory Prepayment within 30 days of occurrence of
such an event.
termination of (i) any material Project Agreement or (ii) any
Financing Document, which would have material adverse
effect on the Facility
revocation/ non renewal of any authorization, license or
consent which will have a material adverse effect on the
Borrowers ability to repay under the Financing Documents;
non-maintenance or avoidance of insurance which will
have a material adverse effect on the Borrowers ability to
repay under the Financing Documents ;
insolvency events affecting the Borrower or Sponsor;
abandonment of the Project ;
nationalization of the Borrower or the Project
32. Transferability/ The Facility documentation shall contain specific provisions for the
Novation transferability of commitments and participations in respect of the
Lenders, without the consent of the Borrower.

Parameter of Bank Guarantee of Rs.100.00 crores


1] Purpose BGs shall be for the purpose of extending financial/performance
guarantees, bid bonds etc in the normal course of business and/or in
favour of Department of Telecom (DOT) and/or any other statutory
body prescribed by Government of India (GOI), State Govt. etc
2] Beneficiary Department of Telecom, any statutory body prescribed by
Government of India (GOI), State Govt. Etc,
3] Value Rs.100.00 crores
4] Margin 5% Cash Margin
5] Tenor Door to door tenure of 10 years including claim period
6] Security First pari-passu charge on the project assets would be extended for
the Bank Guarantee limits availed.
7] Retirement Not Applicable
8] Commission 0.50% p.a. for Performance Guarantee and 0.75% p.a. for financial
Guarantee
9] Past New exposure
experience

Special Instruction for the R.O./Branch


(i) The Branch should obtain information from the company and exchange information
about the company with other lenders of the consortium at regular intervals in terms of
Head Office Circular No. CPPMI/ ADV/180/CM/OM-0620/08-09 dated: 17.02.2009 and
amended from time to time.
(ii) In term of RBI/HO directives, the company shall submit declaration and undertaking as
per appendix A, B, C & D
Review of the account:
The Account will be reviewed within 12 months from the date of first disbursement

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