Common use of Modalities for Substitution Clause in Contracts

Modalities for Substitution. The following modalities shall be followed for substitution of the Concessionaire by the Selectee pursuant to this Agreement: (i) The Lender(s)/Lenders’ Representative shall be entitled, within a period of 120 (one hundred twenty) days from the date of delivery of the Substitution Notice pursuant to the preceding Article 2.2 to invite or procure offers either through private negotiations or public auction or process of tender or otherwise from the eligible Persons, for the substitution of the Concessionaire by the Selectee and propose to BRBN for its approval the Selectee (the “Proposal”). The Proposal of the Lender/▇▇▇▇▇▇’s Representative shall contain the particulars and information in respect of the Selectee, the terms of Substitution, particulars of the Debt Due and such data and information as would be necessary and relevant for BRBN to decide as to the acceptability of the Selectee. The Lender/ ▇▇▇▇▇▇’s Representative shall provide to BRBN such additional information and clarification in respect of any data, particulars or information contained in the Proposal, as BRBN may promptly and reasonably require. (ii) The Proposal shall be accompanied by an unconditional undertaking of the Selectee to the effect that it shall upon acceptance by BRBN of the Proposal observe, comply with, perform and fulfill the residual terms, conditions and covenants of the Concession Agreement as if the Selectee had been the Concessionaire under the Concession Agreement and to assume, discharge and pay the Debt Due on the terms and conditions agreed to by the Selectee with the Lenders. The Selectee shall also undetake to

Modalities for Substitution. The following modalities shall be followed for substitution of the Concessionaire Mine Allocatee by the Selectee pursuant to this Agreement: (i) The Lender(s)/Lenders’ Representative shall be entitled, within a period of 120 (one hundred twenty) days from the date of delivery of the Substitution Notice pursuant to the preceding Article 2.2 2.4 to invite or procure offers either through private negotiations or public auction or process of tender or otherwise from the eligible Persons, for the substitution of the Concessionaire Mine Allocatee by the Selectee and propose to BRBN Government for its approval the Selectee (the “Proposal”). The Proposal of the Lender/▇▇▇▇▇▇Lender/Lender’s Representative shall contain the particulars and information in respect of the Selectee, the terms of Substitutionsubstitution, particulars of the Debt Due debt due and such data and information as would be necessary and relevant for BRBN Government to decide as to the acceptability of the Selectee. The Lender/ ▇▇▇▇▇▇Lender’s Representative shall provide to BRBN Government such additional information and clarification in respect of any data, particulars or information contained in the Proposal, as BRBN Government may promptly and reasonably require. (ii) The Proposal shall be accompanied by an unconditional undertaking of the Selectee to the effect that it shall upon acceptance by BRBN Government of the Proposal observe, comply with, perform and fulfill the residual terms, conditions and covenants of the Concession Coal Mine Development and Production Agreement as if the Selectee had been the Concessionaire Mine Allocatee under the Concession Coal Mine Development and Production Agreement and to assume, discharge and pay the Debt Due debt due on the terms and conditions agreed to by the Selectee with the Lenders. The Selectee shall also undetake toto enter into such documents and writings with Government and the Lender(s) as may be necessary or required to give effect to the substitution of the Mine Allocatee by the Selectee. (iii) Government shall convey to the Lender/ Lenders’ Representative its acceptance or otherwise of the Selectee within 30 (thirty) days of (a) the date of receipt of the Proposal by Government, or (b) the date of receipt of the additional information and clarifications in respect of any data, particulars or information comprised in the Proposal, provided by the Lender/Lender’s Representative to the Government, whichever is later. (iv) At any time prior to the acceptance of the Selectee by Government pursuant to this Agreement, Government may require the Lender/Lenders’ Representative to satisfy it as to the eligibility of the Selectee and the decision of Government as to acceptance or rejection of any Selectee (which shall be reasonable), shall be final, conclusive and binding on the Lender(s), the Selectee and the Mine Allocatee. In the event that Government fails to communicate its acceptance or otherwise or the objections if any it has to the acceptance of the Proposal/ the Selectee within a period of 30 (thirty) days prescribed in preceding sub-article (iii), Government shall be deemed to have accepted the Proposal/ the Selectee (v) The rejection of the Selectee if made by Government shall be reasoned and be made after hearing the Lender/Lenders’ Representative. Following the rejection of the Proposal, the Lender/Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another Selectee, within 30 (thirty) days of receipt of communication regarding rejection of the Selectee previously proposed. The provisions of preceding sub-article (iii) and (iv) shall apply mutatis mutandis to such fresh Proposal. (vi) If Government accepts the Proposal/fresh Proposal, Government shall take all necessary steps to substitute the Mine Allocatee by the Selectee by amendment of the Coal Mine Development and Production Agreement or by execution of fresh agreement or such other writing as may be required or necessary to give effect to the substitution of the Mine Allocatee by the Selectee. (vii) The substitution of the Mine Allocatee by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of Government and the Lender(s). Upon the substitution becoming effective pursuant to this sub-article all the rights of the Mine Allocatee under the Coal Mine Development and Production Agreement shall cease to exist. Provided nothing contained in this sub-article shall prejudice any pending/subsisting claims of the Mine Allocatee against Government or any claim of Government against the Mine Allocatee and the Selectee shall incur no liability or consequence on account of any previous breach/default and shall subject to the terms and conditions of the substitution, have a period of 90 (ninety) days to cure any breach/default subsisting on the date of subsitution and required to be cured. (viii) The decision of the Lenders and Government in the selection of the Selectee shall be final and binding on the Mine Allocatee and shall be deemed to have been made with the concurrence of the Mine Allocatee. The Mine Allocatee hereby expressly waives all rights to object to or challenge such selection of the Selectee on any ground whatsoever.