Common use of Termination Payment for Force Majeure Event Clause in Contracts

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (Ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) 25.9.1. If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to be calculated as under: (i) prior to COD: 90% (Ninety ninety per cent) of Debt Due, less Insurance Cover. For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due less Due, the milestone achieved would only be considered. (ii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 75% (seventy five per cent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. Provided further the above payment so calculated above shall be reduced by Insurance Cover. (b) 25.9.2. If the Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) In case termination occurs prior to COD: a. Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered; and (ii) b. 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and; (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 Upon In case Termination of this Agreement pursuant to Article 26.8 above, occurs on or after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of Annuity Payments remaining unpaid for and in respect of the Debt Due less Insurance Coverremaining Concession Period, including interest thereon up to the Transfer Date. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) 25.9.3. If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%that would be payable under Clause 28.3.3 as if it were an Authority Default.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) 28.9.1 If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% be calculated as under: (Ninety per centi) In case termination occurs prior to COD: 1. Construction Payments due to the Concessionaire for Project Milestones completed and certified by the Authority on the date of the Termination Notice under Article 28; 2. Debt Due less Insurance Coveras on date of the Termination Notice; LESS 3. any insurance proceeds received and retained by the Concessionaire. For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of termination payment, the milestone achieved would only be considered. (ii) In case termination occurs post COD: a) Construction Payments if not paid already as on date of the Termination Notice; b) the O&M Payments due to the Concessionaire as on the date of the Termination Notice under Article 28; c) Debt Due as on date of the Termination Notice; LESS d) any insurance proceeds received and retained by the Concessionaire 28.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) In case Termination occurs prior to COD: a) Construction Payments due to the Concessionaire for Payment Milestones completed and certified by the Authority as on the date of the Termination Notice under Article 28; b) Debt Due less Insurance Coveras on date of the Termination Notice; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered ; and (iic) 110% (one hundred and ten per cent) of the Adjusted Equity; LESS d) any unadjusted Mobilization Advance (and interest if any); e) any insurance proceeds received and retained by the Concessionaire; and f) any amounts due and payable by the Concessionaire under this Agreement. (ii) In case termination occur post COD a) Construction Payments if not paid already as on date of the Termination Notice; b) the O&M Payments due to the Concessionaire as on the date of the Termination Notice under Article 28; c) Capex Annuity for the unexpired portion of the Operation Period; LESS d) any insurance proceeds received and retained by the Concessionaire; and e) any amounts due and payable by the Concessionaire under this Agreement 28.9.3 If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equitythat would be payable under Clause 31.3.3 as if it were an Authority Default. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) 28.9.1 If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to be calculated as under: (i) Prior to COD: Payment Milestone Basis of calculation for termination payment 1st Payment Milestone 90% (Ninety per cent) of the Debt Due less or 8.10% of Bid Project Cost , whichever is lower 2nd Payment Milestone 90% Debt Due or 16.20% of Bid Project Cost , whichever is lower 3nd Payment Milestone 90% Debt Due or 24.30% of Bid Project Cost , whichever is lower 4th Payment Milestone 90% Debt Due or 30.38% of Bid Project Cost , whichever is lower 5th Payment Milestone 90% Debt Due or 36.45% of Bid Project Cost , whichever is lower For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered; provided further the above payment so calculated above shall be reduced by Insurance Cover. (bii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 75% (seventy five percent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. Provided further the above payment so calculated above shall be reduced by Insurance Cover. 28.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) In case termination occurs prior to COD: (a) Debt Due payment calculated as per the table below less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. Further the Debt Due would be calculated as per the table provided below: Payment Milestone Basis of calculation for Debt Due payment 1st Payment Milestone Debt Due or 9% of Bid Project Cost , whichever is lower 2nd Payment Milestone Debt Due or 18% of Bid Project Cost , whichever is lower 3nd Payment Milestone Debt Due or 27% of Bid Project Cost , whichever is lower 4th Payment Milestone Debt Due or 33.75% of Bid Project Cost , whichever is lower 5th Payment Milestone Debt Due or 40.50% of Bid Project Cost , whichever is lower For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered ; and (iib) 110% (one hundred and ten per cent) of the Adjusted Equity; (ii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety percent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. (c) 28.9.3 If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equitythat would be payable under Clause 31.3.3 as if it were an Authority Default. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 34.9.1 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (Ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 34.9.2 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) 28.9.1 If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to be calculated as under: (i) Prior to COD: 1st Payment Milestone 90% (Ninety per cent) of the Debt Due less or 6.75% of Bid Project Cost , whichever is lower 2nd Payment Milestone 90% Debt Due or 13.50% of Bid Project Cost, whichever is lower 3nd Payment Milestone 90% Debt Due or 20.25% of Bid Project Cost , whichever is lower 4th Payment Milestone 90% Debt Due or 24.30% of Bid Project Cost , whichever is lower 5th Payment Milestone 90% Debt Due or 28.80% of Bid Project Cost , whichever is lower For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered; provided further the above payment so calculated above shall be reduced by Insurance Cover. (bii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 75% (seventy five percent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. Provided further the above payment so calculated above shall be reduced by Insurance Cover. 28.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) In case the termination occurs prior to COD (a) Debt Due payment calculated as per the table below less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. Further the Debt Due would be calculated as per the table provided below: Payment Milestone Basis of calculation for Debt Due payment For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered; and (iib) 110% (one hundred and ten fifty per cent) of the Adjusted Equity; (ii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety percent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. (c) 28.9.3 If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equitythat would be payable under Clause 31.3.3 as if it were an Authority Default. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 34.9.1 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (Ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 34.9.2 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%Base Rate. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%Base Rate.

Termination Payment for Force Majeure Event. 26.9.1 34.9.1 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority GOTN, HDGOTN, HD shall make a Termination Payment to the Concessionaire in an amount equal to 90% (Ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority GOTN, HD shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority GOTN, HD shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150120% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 34.9.2 Upon Termination of this Agreement pursuant to Article 26.8 Clause 34.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority GOTN, HD shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority GOTN, HD shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%. (c) If Termination is on account of a Political Event, the Authority GOTN, HD shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall shall, subject to terms of clause 30.3.3 hereof, make a Termination Payment to the Concessionaire in an amount equal to 9080% (Ninety per centeighty percent) of the Debt Due Unexpired Cashflow less Insurance Cover. (b) . If Termination is on account of an Indirect Political Event, the Authority shall subject to terms of Clause 30.3.3 hereof, make a Termination Payment to the Concessionaire in an amount equal to: to 100% (ihundred percent) Debt Due of Unexpired Cashflow less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) . If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) that would be payable under Clause 30.3.2 as if it were an Authority Default. Dispute resolution In the event that the Parties are unable to agree in good faith about the occurrence or existence of the Adjusted Equity. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 abovea Force Majeure Event, after COD, the following Termination Payment such Dispute shall be made finally settled in accordance with the Dispute Resolution Procedure; provided that the burden of proof as to the Concessionaire: (a) If Termination is occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such Force Majeure Event. Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Non-Political Force Majeure Event, the Authority it shall make a Termination Payment be excused from performance of such of its obligations to the Concessionaire in an amount equal extent it is unable to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is perform on account of an Indirect Political such Force Majeure Event, ; provided that: the Authority suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; the Affected Party shall make a Termination Payment all reasonable efforts to mitigate or limit damage to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part other Party arising out of or as a result of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) existence or occurrence of such unpaid claims Force Majeure Event and to cure the same with due diligence; and when the Affected Party is able to resume performance of its obligations under this Agreement, it shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows give to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account other Party notice to that effect and shall promptly resume performance of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%its obligations hereunder.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire Operator in an amount equal to 90% (Ninety ninety per cent) of the Debt Due less Insurance Cover. (b) . If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire Operator in an amount equal to: (i) : Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, ; and an amount equivalent to the Authority shall make a Additional Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 Upon Termination of this Agreement pursuant to Article 26.8 above, after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) amount payable hereunder. If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire Operator in an amount to: (i) Debt Duethat would be payable under Clause 32.3 as if it were an Authority Default. Dispute resolution In the event that the Parties are unable to agree in good faith about the occurrence or existence of a Force Majeure Event, such Dispute shall be finally settled in accordance with the Dispute Resolution Procedure; and (ii) 100% (one hundred percent) provided that the burden of proof as to the occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such Force Majeure Event. Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the Discounted Value existence or occurrence of Future Net Cash Flows such Force Majeure Event and to cure the same with due diligence; and when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the Equity; other Party notice to that effect and shall promptly resume performance of its obligations hereunder. The Parties agree that the discounting factor applied being Operator shall develop alternate or standby arrangements for provision of goods and services in accordance with Good Industry Practice and failure on this account shall not excuse the then SBI PLR – (minus) 3%Operator from performance of its obligations hereunder.

Termination Payment for Force Majeure Event. 26.9.1 Upon Termination of this Agreement pursuant to Article 26.8 above, prior to COD, the following Termination Payment shall be made to the Concessionaire: (a) 28.9.1 If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to be calculated as under: (i) Prior to COD: 1st Payment Milestone 90% (Ninety per cent) of the Debt Due less or 5.40% of Bid Project Cost , whichever is lower 2nd Payment Milestone 90% Debt Due or 10.80% of Bid Project Cost , whichever is lower 3nd Payment Milestone 90% Debt Due or 16.20% of Bid Project Cost , whichever is lower 4th Payment Milestone 90% Debt Due or 19.08% of Bid Project Cost , whichever is lower 5th Payment Milestone 90% Debt Due or 21.87% of Bid Project Cost , whichever is lower For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered; provided further the above payment so calculated above shall be reduced by Insurance Cover. (bii) In case Termination occurs on or after COD, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 75% (seventy five percent) of Annuity Payments remaining unpaid for and in respect of the remaining Concession Period, including interest thereon up to the Transfer Date. Provided further the above payment so calculated above shall be reduced by Insurance Cover. 28.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) In case termination occurs prior to COD: (a) Debt Due payment calculated as per the table below less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. Further the Debt Due would be calculated as per the table provided below: 1st Payment Milestone Debt Due or 6.00%of Bid Project Cost , whichever is lower 2nd Payment Milestone Debt Due or 12.00% of Bid Project Cost , whichever is lower 3nd Payment Milestone Debt Due or 18.00% of Bid Project Cost , whichever is lower 4th Payment Milestone Debt Due or 21.19% of Bid Project Cost , whichever is lower 5th Payment Milestone Debt Due or 24.30% of Bid Project Cost , whichever is lower For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Debt Due, the milestone achieved would only be considered ; and (iib) 110% (one hundred and ten per cent) of the Adjusted Equity. (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and; (ii) 150% (one hundred and fifty per cent) of the Adjusted Equity. 26.9.2 Upon In case Termination of this Agreement pursuant to Article 26.8 above, occurs on or after COD, the following Termination Payment shall be made to the Concessionaire: (a) If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. (b) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (i) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and (ii) 80% of the Discounted Value of Future Net Cash Flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3% (c) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount to: (i) Debt Due; and (ii) 100% (one hundred percent) of Annuity Payments remaining unpaid for and in respect of the Discounted Value of Future Net Cash Flows remaining Concession Period, including interest thereon up to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%Transfer Date.