Common use of Termination Payment Clause in Contracts

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Power Purchase Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the ConcessionaireNon-Defaulting Party within ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twelve. In the event that a Party is to receive a Termination Payment for an Early Termination Date (by way determination of an Arbitrator or otherwise), such Termination Payment, an amount equal to: (a) 55% (fifty five per cent) once paid in full and credited to the account of the Debt Due less Insurance Cover; Provided receiving Party, shall be the sole and exclusive remedy for the breach that if any insurance claims forming part was the basis of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) designation of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges Early Termination Date and for any obligation that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaiddoes not survive termination; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary nothing in this Agreement, but subject Section 6.03 shall limit either Party’s right to the provisions of Clause 33.3.4, in the event enforce any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (obligations which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination survive termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwisePower Purchase Agreement.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination 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 DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable paid to the Executive in cash equivalent on account the first day of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to be accompanied by a payment of interest calculated using the Concessionaire within 15 (fifteen) days annual rate of a demand being made interest announced by the Concessionaire Federal Reserve Board (or any successor thereto) from time to time as the Authority with “federal funds rate”, such rate to be determined on the necessary particularsdate of the Executive’s termination of employment, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its Affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 9(c)(ii), result in the imposition on the Executive of an excise tax under Code Section 4999 (the “Excise Tax”), then the Total Payments to be made to the Executive shall either be (A) delivered in full, or (B) delivered in the greatest amount such that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Authority Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). (iii) Within forty (40) days following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment obligations or benefit due the Executive which will result in respect thereof hereunder. 33.3.4 Upon Termination on expiry an “excess parachute payment”, the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Concession Base Period by efflux Income, (B) the amount and present value of timeTotal Payments, no (C) the amount and present value of any excess parachute payments determined without regard to any reduction of the Total Payments pursuant to Section 9(c)(ii), and (D) the net after-tax proceeds to the Executive, taking into account the tax imposed under Code Section 4999 if (X) the Total Payments were reduced in accordance with Section 9(c)(ii) or (Y) the Total Payments were not so reduced. If such National Tax Counsel opinion determines that Section 9(c)(ii)(B) above applies, then the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includable in Total Payments shall be due reduced or eliminated so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and payable (3) cash payments shall be reduced prior to the Concessionairenon-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the event any Project Assets, essential for Total Payments (on the efficient, economic and safe operation basis of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent relative present value of the Authority parachute payments). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (which consent shall not be unreasonably denied), a payment equal to 80% 4) (eighty per centor any successor provisions) of the adjusted depreciated value Code, which determination shall be evidenced in a certificate of such Project Assets shallauditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(c)(iii), notwithstanding the provisions Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of Clause 33.4.1, a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be made received by the Authority Executive solely with respect to its status under Section 280G of the ConcessionaireCode and the regulations thereunder. 33.3.5 Notwithstanding anything (iv) For purposes of this Agreement, (A) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G (or any successor provision) of the contrary Code and such “parachute payments” shall be valued as provided therein; (B) present value shall be calculated in accordance with Section 280G(d)(4) (or any successor provision) of the Code; and (C) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 9(c)(iii) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination PaymentCode. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination 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 DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable paid to the Executive in cash equivalent on account the first day of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to be accompanied by a payment of interest calculated using the Concessionaire within 15 (fifteen) days annual rate of a demand being made interest announced by the Concessionaire Federal Reserve Board (or any successor thereto) from time to time as the Authority with “federal funds rate”, such rate to be determined on the necessary particularsdate of the Executive’s termination of employment, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” as defined in Section 280G (or any successor provision) of the Code, then the Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Authority Executive after deduction of its payment obligations any excise tax imposed under Section 4999 (or any successor provision) of the Code and any interest charges or penalties in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period imposition of such excise tax (collectively, the “Excise Tax”) (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by efflux this Section 9(c)(ii), shall be equal to the Total Payments. For purposes of timedetermining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company shall pay the Gross-Up Payment on the first day of the seventh (7th) month following the month in which the Separation from Service occurs. Notwithstanding the foregoing, if the Executive is required to pay the excise tax imposed under Section 4999 of the Code prior to the payment date for the Gross-Up Payment describe hereinabove (such as, for instance, because other payments due to the Executive without regard to this Agreement cause the excise tax to be due), then the Company shall promptly (but in no Termination event later than the end of the calendar year following the year in which the Executive remits such taxes) reimburse the Executive for the amount of excise taxes paid by the Executive under Section 4999 of the Code, plus an amount equal to the additional taxes imposed on the Executive due to the Company’s reimbursement of the excise tax and such additional taxes. In such event, the Gross-Up Payment, if any, shall be reduced by such prior payment. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as “parachute payments” under Section 280G (or any successor provision) of the Code, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be due and payable made to the Concessionaire; provided that in Executive. For purposes of reducing the event any Project AssetsTotal Payments to the Safe Harbor Cap, essential for only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the efficient, economic and safe operation reduction of the Bus Terminalamounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision. (iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority meanings assigned to them in Section 280G (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centor any successor provision) of the adjusted depreciated Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) (or any successor provision) of the Code. Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an “excess parachute payment” as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of such Project Assets shallTotal Payments, notwithstanding (C) the provisions amount and present value of Clause 33.4.1any excess parachute payments, be made by and (D) the Authority amount of any Gross-Up Payment or the reduction of any Total Payments to the Concessionaire. 33.3.5 Notwithstanding anything to Safe Harbor Cap, as the contrary case may be. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be deemed determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) (or any successor provisions) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(c)(iii), the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be Debt Due for received by the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment Executive solely with respect to its status under this Article 33 shall constitute a full and final settlement of all claims Section 280G of the Concessionaire on account of Termination of this Agreement for any reason whatsoever Code and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseregulations thereunder.

Termination Payment. 33.3.1 30.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 30.3.2 Upon Termination on account of Authority’s a MOR Default, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment.] 30.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 30.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th 15th (fifteenth) anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.130.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 30.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.430.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th (twentieth) fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination 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 DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay paid to the Concessionaire, by way of Termination Payment, an amount equal to: Executive in cash equivalent ten (a10) Debt Due; and (b) 82.5% (eighty two point five per cent) business days after the date of the Adjusted Equity; and 33.3.3 executive’s termination of employment with the Company. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall become due be in lieu of, and payable to the Concessionaire within 15 (fifteen) days of a demand being made acceptance by the Concessionaire to Executive of the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” as defined in Section 280G (or any successor provision) of the Internal Revenue Code of 1986, including any amendments thereto or any successor tax codes thereof (the “Code”), then the Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Authority Executive after deduction of its payment obligations any excise tax imposed under Section 4999 (or any successor provision) of the Code and any interest charges or penalties in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period imposition of such excise tax (collectively, the “Excise Tax”) (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by efflux this Section 9(c)(ii), shall be equal to the Total Payments. For purposes of timedetermining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as “parachute payments” under Section 280G (or any successor provision) of the Code, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Termination Gross-Up Payment shall be due and payable made to the Concessionaire; provided that in Executive. For purposes of reducing the event any Project AssetsTotal Payments to the Safe Harbor Cap, essential for only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the efficient, economic and safe operation reduction of the Bus Terminalamounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision. (iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority meanings assigned to them in Section 280G (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centor any successor provision) of the adjusted depreciated Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) (or any successor provision) of the Code. Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an “excess parachute payment” as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of such Project Assets shallTotal Payments, notwithstanding (C) the provisions amount and present value of Clause 33.4.1any excess parachute payments, be made by and (D) the Authority amount of any Gross-Up Payment or the reduction of any Total Payments to the Concessionaire. 33.3.5 Notwithstanding anything to Safe Harbor Cap, as the contrary case may be. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be deemed determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) (or any successor provisions) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 8(c)(iii), the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be Debt Due received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. Within five (5) days after the National Tax Counsel’s opinion is received by the Company and the Executive, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the purposes benefit of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment the Executive such amounts as are then due to the Executive under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseAgreement.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination 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 DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable paid to the Executive in cash equivalent on account the first day of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to be accompanied by a payment of interest calculated using the Concessionaire within 15 (fifteen) days annual rate of a demand being made interest announced by the Concessionaire Federal Reserve Board (or any successor thereto) from time to time as the Authority with “federal funds rate”, such rate to be determined on the necessary particularsdate of the Executive’s termination of employment, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” as defined in Section 280G (or any successor provision) of the Code, then the Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Authority Executive after deduction of its payment obligations any excise tax imposed under Section 4999 (or any successor provision) of the Code and any interest charges or penalties in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period imposition of such excise tax (collectively, the “Excise Tax”) (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by efflux this Section 9(c)(ii), shall be equal to the Total Payments. For purposes of timedetermining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company shall pay the Gross-Up Payment on the first day of the seventh (7th) month following the month in which the Separation from Service occurs. Notwithstanding the foregoing, if the Executive is required to pay the excise tax imposed under Section 4999 of the Code prior to the payment date for the Gross-Up Payment describe hereinabove (such as, for instance, because other payments due to the Executive without regard to this Agreement cause the excise tax to be due), then the Company shall promptly (but in no Termination event later than the end of the calendar year following the year in which the Executive remits such taxes) reimburse the Executive for the amount of excise taxes paid by the Executive under Section 4999 of the Code, plus an amount equal to the additional taxes imposed on the Executive due to the Company’s reimbursement of the excise tax and such additional taxes. In such event, the Gross-Up Payment, if any, shall be reduced by such prior payment. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as “parachute payments” under Section 280G (or any successor provision) of the Code, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be due and payable made to the Concessionaire; provided that in Executive. For purposes of reducing the event any Project AssetsTotal Payments to the Safe Harbor Cap, essential for only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the efficient, economic and safe operation reduction of the Bus Terminalamounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision. (iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority meanings assigned to them in Section 280G (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centor any successor provision) of the adjusted depreciated Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) (or any successor provision) of the Code. Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an “excess parachute payment” as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of such Project Assets shallTotal Payments, notwithstanding (C) the provisions amount and present value of Clause 33.4.1any excess parachute payments, be made by and (D) the Authority amount of any Gross-Up Payment or the reduction of any Total Payments to the Concessionaire. 33.3.5 Notwithstanding anything to Safe Harbor Cap, as the contrary case may be. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be deemed determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) (or any successor provisions) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 8(c)(iii), the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be Debt Due for received by the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment Executive solely with respect to its status under this Article 33 shall constitute a full and final settlement of all claims Section 280G of the Concessionaire on account of Termination of this Agreement for any reason whatsoever Code and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseregulations thereunder.

Termination Payment. 33.3.1 34.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 34.3.2 Upon Termination on account of Authority’s a MOR Default, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 34.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 34.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 34.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 34.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (a) In consideration for the Termination on account and the other promises, undertakings and releases of a Concessionaire Default occurring after COD of Bus Terminal the Manager hereunder, the Authority Company shall pay to the ConcessionaireManager the termination fee amount of $20,300,000 (the “Termination Payment”), payable in a lump sum cash payment on the Closing Date, subject to the Manager’s compliance with the terms and conditions of the Management Agreement (including, for the avoidance of doubt, as amended by way this Amendment). The Termination Payment shall be deemed (i) to constitute, and shall in all respects satisfy all obligations with respect to, the “Termination Fee” (as defined by the Management Agreement), and (ii) to be the aggregate unpaid Management Fee that, had the Management Agreement not been automatically terminated as of the Closing, would have accrued under Section 6 of the Management Agreement for the period commencing on the day immediately following the Closing Date and the Termination through the end of the Automatic Renewal Term (as defined in the Management Agreement) ended December 31, 2021. (b) Notwithstanding anything to the contrary in the Management Agreement, the Parties acknowledge and agree that the Termination Payment, an amount equal to: (a) 55% (fifty five per cent) any Accrued Management Fee, and any Unreimbursed Expenses payable hereunder, shall be the entire amounts payable to the Manager or any of its affiliates in connection with the Termination and thereafter under or in respect of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Management Agreement, as amended by this Amendment, unless the Merger Agreement is validly terminated pursuant to Section 8.1 of the Insurance Cover are not admitted and paid, then 80% Merger Agreement without the occurrence of the Effective Time (eighty per cent) of such unpaid claims shall be included as defined in the computation of Debt DueMerger Agreement), and except with respect to those rights and obligations which, pursuant to Section 1 hereof, survive the Termination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe Termination, the Authority Manager shall pay only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) terms of the Adjusted EquityManagement Agreement; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenprovided, that this Section 2(b) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denieddeemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 7 (to the extent of any Unreimbursed Expenses to be reimbursed after the Closing), a payment equal to 80% (eighty per cent) Section 8, Section 13, or Section 14 of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireManagement Agreement. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 ‌ 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due (which shall in no case be more than 70% of the Total Project Cost) less Insurance Cover; Provided 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. (which shall in no case be more than 70% of the Total Project Cost) For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt DueDue (which shall in no case be more than 70% of the Total Project Cost); and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 26.3.1. Upon Termination on account of a Concessionaire Default occurring during the Construction Period but after COD Financial Close the Authority shall pay to the Concessionaire, by way of Bus Terminal Termination Payment, an amount equal to 75% (seventy five per cent) of the 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 during Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due Due, less Insurance Cover; Provided 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalFinancial Close. 33.3.2 26.3.2. Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) a. Debt Due; and (b) 82.5b. 110% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity; and. 33.3.3 26.3.3. Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 26.3.4. The Concessionaire expressly agrees that the Termination Payment under this Article 33 26 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 30.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per centpercent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby herby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 30.3.2 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) a. Debt Due; and (b) 82.5b. 150% (eighty two point five per centone hundred and fifty percent) of the Adjusted Equity; and. 33.3.3 30.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the daily average Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (a) If the Borrower terminates this Agreement, the Authority Borrower shall pay to the ConcessionaireAdministrative Agent, for the pro rata benefit and account of each Lender, additional interest as a make whole to Lenders equal to the product of: (1) the then existing Interest Rate divided by way TWELVE (12); (2) the outstanding principal amount of the Advances being prepaid as of the date of such termination; and (3) the number of full months from the date of such termination until the eighteen month anniversary of the Closing Date (the “Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of ”). The Termination Payment shall be due and payable on the 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) date of such unpaid claims shall be included in the computation of Debt Duetermination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable by the Borrower if the Borrower terminates this Agreement on or after the eighteen month anniversary of the Closing Date. (b) In view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Concessionaire; provided that in Lenders or profits lost by the event any Project AssetsLenders as a result of termination of this Agreement, essential for the efficient, economic and safe operation by mutual agreement of the Bus Terminal, shall have been acquired parties as to a reasonable estimation and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (lost profits or damages of the Lenders, the Termination Payment constitutes liquidated damages which consent shall be due and payable upon such date. The Borrower hereby waives any defense to payment other than payment on performance, whether such defense may be based in public policy, ambiguity, or otherwise. The Borrower and the Lenders acknowledge and agree that any Termination Payment due and payable hereunder shall not be unreasonably denied)constitute unmatured interest, a payment equal to 80% (eighty per centwhether under Section 502(b)(3) of the adjusted depreciated value Bankruptcy Code or otherwise. The Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaireamount does not constitute a penalty or an otherwise unenforceable or invalid obligation. 33.3.5 Notwithstanding anything to (c) Any amount payable under this Section 2.06 that is not paid when due shall bear interest at the contrary in this Agreement, but subject to rate set forth under clause (b) of “Interest Rate” from the provisions of Clause 33.3.4date such amount is due until the date paid, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, accordance with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Paymentthis Section 2.06. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Saia shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty During the two point five per centyears following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably deniedsubject to liquidation or exchange for another benefit. (c) The Corporation shall pay the Executive the Termination Payment set forth in this Paragraph due to termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in Paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control. (d) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Corporation or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would but for this Paragraph 4(d), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions excise tax imposed under Section 4999 of Clause 33.3.4the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the event any Project AssetsExecutive receiving an amount greater than the Reduced Amount. The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, essential for the efficient, economic and safe operation reduction shall be made in a manner consistent with the requirements of Section 409A of the Bus TerminalCode, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminalwhere two economically equivalent amounts are subject to reduction but payable at different times, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof such amounts shall be deemed to be Debt Due for the purposes of Termination Paymentreduced on a pro rata basis but not below zero. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 21.3.1. Upon Termination on account of a Concessionaire Default occurring after COD Service Provider Default, the Authority shall not be liable to make any Termination Payment. Provided that in the event that the Senior Lenders do not exercise their step-in rights under and in accordance with the provisions of Bus Terminal the Article 21.7 and the Service Provider elects, not later than 180 (one hundred and eighty) days from the Transfer Date, to transfer the Right of Way to the Silos to the Authority, free of all Encumbrances, and if the Authority agrees to such transfer request, the Service Provider shall be entitled to a Termination Payment equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 70% (seventy per cent) of such unpaid claims shall be included in the computation of Debt Due. 21.3.2. Upon Termination on account of an Authority Default, the Authority shall pay to the ConcessionaireService Provider, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5110% (eighty two point five one hundred and ten per cent) of the Adjusted Equity; andEquity and the Service Provider shall not later than 15 (fifteen) days from the Transfer Date, transfer the Specialized Wagons/ ▇▇▇▇▇ as per Article 22 to the Authority, free of all Encumbrances. 33.3.3 21.3.3. Termination Payment shall become due and payable to the Concessionaire Company within 15 180 (fifteenone hundred and eighty) days of a demand being made by the Concessionaire Service Provider to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 34% (three four per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 210 (ninetytwo hundred and ten) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 21.3.4. Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireService Provider. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 21.3.5. The Concessionaire Service Provider expressly agrees that Termination Payment under this Article 33 21 shall constitute a full and final settlement of all claims of the Concessionaire Service Provider on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire Service Provider or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 22.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due (which shall in no case be more than 67% (sixty seven percent) of the Total Project Cost) 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 DueDue (which shall in no case be more than 67% of the Total Project Cost). For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Event of Default occurring prior to COD of Bus TerminalCOD. 33.3.2 22.3.2 Upon Termination on account of Authority’s Authority Event of Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: a. Debt Due (a) Debt Due; and (b) 82.5which shall in no case be more than 67% (eighty two point five Sixty Seven percent) of the Total Project Cost); b. 100% (one hundred per cent) of the Adjusted Equity; and 33.3.3 c. Less: Insurance Cover, provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80%(eighty percent) of such unpaid claims shall be included in the computation of the Debt Due. 22.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 22.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 22 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 22.3.5 As a consequence of Termination, irrespective of the reason for Termination, the Concessionaire shall transfer all movable and immovable assets forming part of the Project Assets to the Authority upon the Transfer Date.

Termination Payment. 33.3.1 22.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due (which shall in no case be more than 55% (Fifty Five percent) of the Total Project Cost) less Insurance CoverCover less the Defect Liability Payment as per the provisions of Clause 22.6.1; 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 DueDue (which shall in no case be more than 67% of the Total Project Cost). For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Event of Default occurring prior to COD of Bus TerminalCOD. 33.3.2 22.3.2 Upon Termination on account of Authority’s Authority Event of Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: : a Debt Due (a) Debt Due; and (b) 82.5which shall in no case be more than 67% (eighty two point five sixty seven percent) of the Total Project Cost); b 100% (one hundred per cent) of the Adjusted Equity; andand c Less: Insurance Cover, provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty percent) of such unpaid claims shall be included in the computation of the Debt Due. d Less: Defect Liability Payments as per 22.6.1 33.3.3 22.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 22.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 22 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 22.3.5 As a consequence of Termination, irrespective of the reason for Termination, the Concessionaire shall transfer all movable and immovable assets forming part of the Project Assets to the Authority upon the Transfer Date.

Termination Payment. 33.3.1 Upon Termination on account termination of a Concessionaire Default occurring after COD this Agreement in connection with an Event of Bus Terminal Default, the Authority Non-Defaulting Party shall pay calculate, in a commercially reasonable manner without the obligation of either Party to enter into any replacement transaction in order to determine any losses, the Concessionaire, by way of termination payment due to such Party (each a “Termination Payment, an amount equal to:”) in accordance with this Section 11.2(c).‌ (ai) 55% (fifty five per cent) If the termination of this Agreement due to a Seller Event of Default occurs before the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidCommercial Operation Date, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior owed to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Buyer and shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate be equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; the Pre-COD Credit Support Amount, less any Delay Damages paid, provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry receipt of the Concession Period by efflux of time, no Termination Payment shall be Buyer’s sole and exclusive remedy for such termination. (ii) If the termination of this Agreement due to a Seller Event of Default occurs after the Commercial Operation Date then the Termination Payment shall be owed to Buyer and shall be equal to (i) all amounts due and payable owing to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation Buyer as of the Bus Terminaltermination of this Agreement plus (ii) the positive amount, shall have been acquired and installed after if any, equal to (x) the 20th anniversary of COD of Bus Terminal, with prior written consent present value of the Authority payments Buyer would be required to make under transactions replacing this Agreement minus (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centy) the present value of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, payments Buyer would be made by the Authority required to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in make for Product under this Agreement, but subject in each case for the period from the early termination date through the scheduled end of the Delivery Term and determined by Buyer in a commercially reasonable manner plus (iii) Buyer’s Costs less (iv) all amounts due to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination PaymentSeller under this Agreement. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination (iii) If termination of this Agreement due to a Buyer Event of Default occurs after the Commercial Operation Date then the Termination Payment shall be owed to Seller and shall equal (i) all amounts due and owing to Seller as of the termination of this Agreement (ii) the positive amount, if any, equal to (x) the present value of the payments Seller would receive under this Agreement for any reason whatsoever Product less (y) the present value of the payments Seller would receive for Product under transactions replacing this Agreement, in each case for the period from the early termination date through the scheduled end of Delivery Term and that determined by Seller in a commercially reasonable manner plus (iii) Seller’s Costs less (iv) all amounts due to the Concessionaire or any shareholder thereof shall not have any further right or claim Buyer under any law, treaty, convention, contract or otherwisethis Agreement as of the date of such termination.

Termination Payment. 33.3.1 Upon Termination on account In connection with the termination of a Concessionaire Default occurring after COD of Bus Terminal the Management Agreement, the Authority shall pay Univision Corporations shall, jointly and severally, make the following payments to the Concessionaire, by way of Termination Payment, an amount equal toManagers: (a) 55% The Univision Corporations shall, jointly and severally, pay to the Managers an aggregate amount equal to $112,372,826 (fifty five per cent) of the 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“Termination Payment”). For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable on account divided among the Managers in accordance with Schedule 1 to this Termination Agreement. The Univision Corporations shall, jointly and severally, pay each Manager its portion of a Concessionaire Default occurring prior the Termination Payment within ten business days of the Effective Date and in any event no later than the first date that any payments are made pursuant to COD Section 3(a) of Bus Terminalthe Technical Assistance Termination Agreement. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% Until the earlier of (eighty two point five per centi) the events described in Section 3(b) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due Management Agreement and payable (ii) December 31, 2015 (the “Tail Period”), the Univision Corporations, jointly and severally, will pay to the Concessionaire within 15 Managers (fifteenor such Affiliates as they may respectively designate) days an aggregate quarterly periodic fee (the “Tail Period Periodic Fee”) equal to 1.2634164% of a demand being made EBITDA (the “Aggregate Periodic Fee Percentage”) for the calendar quarter in question, provided that, if applicable, the Aggregate Periodic Fee Percentage shall be adjusted in accordance with the definition of the “Televisa Percentage” in the Technical Assistance Agreement consistent with the determination of the amounts set forth on Schedule 1 to this Termination Agreement. The Tail Period Periodic Fee shall be payable by the Concessionaire to Univision Corporations in arrears as soon as practicable following the Authority with determination of EBITDA for the necessary particulars, applicable calendar quarter and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential prorated for the efficient, economic quarter in which the Tail Period expires and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedrefundable in whole or in part. Notwithstanding the foregoing, the Tail Period Periodic Fee shall be divided among the Managers based on the percentages listed on Schedule 2 to this Termination Agreement (the “Periodic Fee Percentages”), a payment equal . All payments of the Tail Period Periodic Fee shall be made to 80% (eighty per centthe Managers at the same time as payments are made to Televisa under Section 3(b) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireTechnical Assistance Termination Agreement. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of Not later than 10 days after the 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 doubtTermination Date, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Employer shall pay the Employee the sum of (i) one million fifty thousand dollars ($1,050,000), and (ii) any unpaid salary, expense reimbursement, previously deferred compensation, vacation pay or other regular employee benefits (but specifically excluding bonus amounts) to which the Employee may be entitled up to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; andDate. (b) 82.5% All options granted by the Company and presently held by the Employee to purchase common stock of the Employer shall vest in full upon the Termination Date and shall thereafter be exercisable at any time or times until their respective expiration dates or, if earlier, upon the Effective Time (eighty two point five per centas such term is defined in the "Agreement and Plan of Merger" dated on or about the date of this Agreement among the Employer, Synopsys, Inc. and Maple Forest Acquisition LLC (the "Synopsys Acquisition"). (c) The amount set forth in Section 2(a)(i) shall be referred to herein as the "Termination Payment." The Termination Payment and other amounts due under Section 2(a) shall be reduced by any required tax withholdings. The Termination Payment shall not be taken into account as compensation under, and no service credit shall be given for the Termination Payment for purposes of determining the benefits payable under, any benefit plan, program, agreement or arrangement of the Employer or its Affiliates. The Employee acknowledges that, except for the Termination Payment and other amounts payable to her under Section 2(a), the acceleration of her options under Section 2(b), and payments provided under Section 6 (entitled "Indemnification"),she is not entitled to any payment in the nature of severance or termination pay from the Employer or any of its Affiliates and is not entitled to any other amount, payment or benefit, of any nature whatsoever, from the Employer or any of its Affiliates, including, without limitation, under any employee benefit plan, program or arrangement of the Employer or its Affiliates (other than any vested benefit under the Employer's 401(k) plan) or under the Employment Agreement. (d) The Employer acknowledges that its agreement to make the Termination Payment and to accelerate the vesting of the Employee's options, as described in Sections 2(a) and 2(b), respectively, reflects the Employee's agreement herein to relinquish certain valuable rights under the Employment Agreement and to undertake significant obligations not imposed on her under the Employment Agreement. By way of examples only: (1) the Employee is agreeing in Section 5 to a post-employment covenant not to compete that substantially exceeds the scope and duration of the post-employment covenant not to compete to which she agreed in Section 3 of the Employment Agreement; (2) the Employee is relinquishing her right to receive $2,000,000 under Section 3(D) of the Adjusted EquityEmployment Agreement as compensation for her covenant not to compete described in Section 3 of the Employment Agreement; (3) the Employee is releasing the Employer from any claim based on Constructive Termination of her employment as the result of a Change in Control (as those terms are defined in Section 2 of the Employment Agreement - "Constructive Termination" and "Change in Control") that occurred when Gerald C. Hsu ceased to be the Employer's CEO in July 2001; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 28.3.1. Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, the Authority shall pay to the Concessionaire, by way of Bus Terminal Termination Payment, an amount equal to 65% (sixty five per cent) of the sum of Annuity Payments remaining unpaid for and in respect of the Concession Period, including interest thereon up to the Transfer Date. 28.3.2. Notwithstanding to the provisions of Clause 28.3.1 upon Termination on account of Concessionaire Default during the Construction Period, the Termination Payment shall be based on the Payment Milestone achieved which is in terms of the physical progress made by the Concessionaire in the Project and the Termination Payment corresponding to the achieved Payment Milestone shall be as follows: 1st Payment Milestone Nil 2nd Payment Milestone 60% of Debt Due 3rd Payment Milestone 80% 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 Termination Payment, the milestone achieved would only be considered. 28.3.3. Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (i) in case the termination occurs prior to COD a) 55% (fifty five per cent) of the Debt Due as on the Payment Milestone less Insurance Cover; Provided 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 Concessionaire hereby acknowledges that no Termination Payment shall purpose of calculation of Debt Due, the milestone achieved would only be due or payable on account considered; and b) 150% (one hundred and fifty per cent) of a Concessionaire Default occurring prior to COD of Bus Terminalthe Adjusted Equity. 33.3.2 Upon Termination (ii) in case the termination occurs on account of Authority’s Defaultor after COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) to sum of Annuity Payments remaining unpaid for and in respect of the Adjusted Equity; andConcession Period, including interest thereon up to the Transfer Date. 33.3.3 28.3.4. Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 39.75% (three per cent) above the Bank Rate annum on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.3.5. The Concessionaire expressly agrees that the Termination Payment under this Article 33 28 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the DB Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4 and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process set forth in Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.6 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalDB Work pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseis reasonable.

Termination Payment. 33.3.1 Upon (a) As consideration for the Termination on account and the other promises, undertakings and releases of a Concessionaire Default occurring after COD of Bus Terminal the Manager hereunder, the Authority Company shall pay to the ConcessionaireManager (i) the termination fee in an amount equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the Expiration Date, calculated as of the end of the most recently completed fiscal quarter prior to the Expiration Date (the “Termination Payment”), in accordance with Section 2(b) hereof; and (ii) severance payments and other fees, costs and expenses payable to third parties, incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement (the “Cash Amount”), in accordance with Section 2(c) hereof. The Termination Payment shall be deemed to constitute, and shall in all respects satisfy all obligations with respect to, the Termination Fee. (b) The Termination Payment shall be paid on the Effective Date in a number of shares of Common Stock to be issued to the Manager, which shall be equal to the quotient of (x) the dollar amount of the Termination Payment as calculated as of the Effective Date, divided by way (y) the trailing five-day weighted-average price per share of the Common Stock on the New York Stock Exchange (“NYSE”), as calculated over the five days preceding the date of the Securities Purchase Agreement (such number of shares, the “Common Stock Amount”). (c) The Cash Amount shall be paid on the Effective Date, in an amount of cash (not to exceed the amount set forth in Schedule 4.02 to the Term Loan Agreement) equal to the sum of (i) certain severance payments payable to certain employees or contractors of the Manager who provide services to the Company, and (ii) all other fees, costs and expenses payable to third parties, in each of the preceding clauses (i) and (ii), incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement. The Manager shall prepare a written statement of account in reasonable detail documenting the severance payments and other fees, costs and expenses to be reimbursed by the Company in connection with or relating to the termination of the Management Agreement and the transactions contemplated thereby and deliver the same to the Company no less than three (3) business days prior to the Effective Date. (d) On the Effective Date, (i) the Company shall pay the Cash Amount by wire transfer, in immediately available funds, to an account designated by the Manager in writing at least three (3) business days prior to the Effective Date, and (ii) the Company shall deliver to the Manager (or its designated custodian per its delivery instructions) the Common Stock Amount in electronic, book-entry form, registered in the name of the Manager, or confirmation of instructions given by the Company to Equiniti Trust Company, LLC, in its capacity as the Company’s transfer agent for the Common Stock (the “Transfer Agent”), to register the Common Stock Amount in electronic, book-entry form. (e) Notwithstanding anything to the contrary in the Management Agreement, the Parties acknowledge and agree that the Termination Payment, an the Cash Amount (not to exceed the amount equal to: (aset forth in Schedule 4.02 to the Term Loan Agreement) 55% (fifty five per centand the Management Fees owed pursuant to Section 1(a)(i) shall be the entire amount payable to the Manager or any of its affiliates in connection with the Termination and thereafter under or in respect of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of Management Agreement, unless the Insurance Cover are not admitted Securities Purchase Agreement is validly terminated pursuant to Section 5.3 thereof, and paidexcept with respect to those rights and obligations which, then 80% (eighty per cent) of such unpaid claims shall be included in pursuant to Section 1 hereof, survive the computation of Debt DueTermination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe Termination, the Authority Manager shall pay only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) terms of the Adjusted EquityManagement Agreement; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenprovided, that this Section 2(e) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied)deemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 10, a payment equal to 80% (eighty per centSection 12(b) or Section 14 of the adjusted depreciated value Management Agreement; provided, further, that no survival of any such Project Assets shall, notwithstanding provision shall supersede the provisions limitation set forth in Schedule 4.02 of Clause 33.4.1, be made the Term Loan Agreement regarding the cap on expenses payable by the Authority to the ConcessionaireCompany in cash. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 (a) Upon Termination termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such termination; and 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase I, save and except as provided herein below in this Clause 33.3 (a). Upon Termination termination on account of AuthorityConcessionaire’s Default during the Construction Period prior to COD of Phase I, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 30% ( thirty percent) of the Total Project Cost and in the event of expenditure exceeding such 30% ( thirty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such30% ( thirty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 60% (sixty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 54% (fifty four percent) of the Total Project Cost or 90% of the Debt Due. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub- clause (b) of the definition of Total Project Cost. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover as contemplated under Article 29 of this Agreement. (b) Upon termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt Due; andDue less Insurance Cover; (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and; 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenc) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the TTMS Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4 and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process set forth in Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.6 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalTTMS Work pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment is reasonable. Notwithstanding the forgoing, no Termination Payment will be due to Contractor under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseunless Notice to Proceed has been issued pursuant to Section 2.3.1.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and the Executive’s annual base salary rate, at the highest rate in effect at any time during the one hundred eighty (b180) 82.5% (eighty two point five per cent) day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the Executive’s target annual (but not longterm) cash annual incentive award for the year in which occurs the Covered Termination or if higher, the Executive’s target annual (but not long-term) cash annual incentive award for the year in which occurs the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) 2.00. Long-term incentive awards are not considered for this purpose. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) days Executive in cash equivalent on the last business day of a demand being made the seventh month following the month in which occurs the Executive’s Separation from Service. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the Concessionairetax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision); provided that the foregoing reduction in the event any Project Assets, essential for amount of Total Payments shall not apply if the efficient, economic and safe operation after-tax value to the Executive of the Bus Terminal, shall have been acquired and installed after Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated after-tax value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireExecutive if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A). 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MPRDC shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a MPRDC Default, the Authority MPRDC shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and. 33.3.3 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 within15 (fifteen) days of a demand being made by the Concessionaire to the Authority MPRDC with the necessary particulars, and in the event of any delay, the Authority MPRDC shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MPRDC of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 (a) Upon Termination termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such termination; 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase II, save and except as provided herein below in this Clause 33.3 (a). Upon Termination termination on account of AuthorityConcessionaire’s Default during the Development Period prior to COD of Phase II, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 30% ( thirty percent) of the Total Project Cost and in the event of expenditure exceeding such 30% ( thirty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such30% ( thirty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 60% (sixty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 54% (fifty four percent) of the Total Project Cost or 90% of the Debt Due. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub- clause (b) of the definition of Total Project Cost. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover as contemplated under Article 29 of this Agreement. (b) Upon termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt DueDue less Insurance Cover; and (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and; 33.3.3 (c) Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centd) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in Paragraph 3, ▇▇▇▇▇▇ shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority ▇▇▇▇▇▇ shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty During the two point five per centyears following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably deniedsubject to liquidation or exchange for another benefit. (c) The Corporation shall pay the Executive the Termination Payment set forth in this Paragraph due to termination of the Executive’s employment following a Potential Change of Control but before a Change of Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in Paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change of Control. (d) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Corporation or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would but for this Paragraph 4(d), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions excise tax imposed under Section 4999 of Clause 33.3.4the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the event any Project AssetsExecutive receiving an amount greater than the Reduced Amount. The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, essential for the efficient, economic and safe operation reduction shall be made in a manner consistent with the requirements of Section 409A of the Bus TerminalCode, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminalwhere two economically equivalent amounts are subject to reduction but payable at different times, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof such amounts shall be deemed to be Debt Due for the purposes of Termination Paymentreduced on a pro rata basis but not below zero. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, (post occurrence of Bus Terminal , Final COD) the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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 doubtHowever, the total termination payment by the authority to the concessionaire in any case shall not exceed the depreciated value of assets/project on the date of termination. 31.3.2 Upon Termination on account of Concessionaire hereby acknowledges that Default during the Construction Period, prior to the Final COD, no Termination Payment shall be due or and payable on account for and in respect of a Concessionaire Default occurring prior expenditure comprising the first forty per cent (40%) of the Project Cost and in the event of expenditure exceeding such forty per cent (40%) and forming part of Debt Due, the provisions of Clause 31.3.1 shall, to COD the extent applicable to Debt Due, apply for and in respect of Bus Terminalthe expenditure exceeding such forty per cent (40%). 33.3.2 31.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 100% (one hundred per cent) of the proportionate Debt Due; less any insurance proceeds and (b) 82.5150% (eighty two point five per centone hundred and fifty percent) of the proportionate Adjusted Equity; andEquity Note: For the avoidance of doubt, Debt Due and Adjusted Equity payable shall be in proportion to the value of work done, as determined by the Independent Expert. The Equity and Debt Due shall be arrived at by adopting the proportion between debt and equity as specified in the Financing Agreements. 33.3.3 31.3.4 The Concessionaire expressly agrees that upon expiry of the Concession Period or the extended Concession Period in accordance with Clause 31.9, no Termination Payment shall be due and payable by the Authority to the Concessionaire. 31.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 60 (fifteensixty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Prime Lending Rate (PLR) on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 120 (ninetyOne Hundred & Twenty) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 31.3.7 The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70% (Seventy per cent) of the Total Project Cost.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and (b) 82.5% (eighty two point five per cent) the Executive's annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) Executive in cash equivalent ten business days of a demand being made after the Termination Date. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, "Total Payments"), would constitute an "excess parachute payment" that is subject to the Concessionairetax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision); provided that the foregoing reduction in the event any Project Assets, essential for amount of Total Payments shall not apply if the efficient, economic and safe operation After-Tax Value to the Executive of the Bus Terminal, shall have been acquired and installed after Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority After-Tax Value to the ConcessionaireExecutive if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A). 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of this Agreement due to a Concessionaire Default occurring after COD of Bus Terminal Force Majeure Event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay made to the Concessionaire, Concessionaire by way of Termination Payment, an amount equal toNDMC in accordance with the following: (ai) Debt Due; and (bIf Termination is due to a Force Majeure Event, described under Clauses 9.1(a) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time9.1(e), no Termination Payment shall be due and payable made by NDMC to the Concessionaire; provided that in Concessionaire but, the Concessionaire shall be entitled to receive and appropriate the proceeds of any amounts under insurance policies (ii) If Termination is due to the occurrence of any event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denieddescribed under Clauses 9.1(f), a payment equal to 80% (eighty per cent9.1(g) of the adjusted depreciated value of such Project Assets shallor 9.1(h), notwithstanding the provisions of Clause 33.4.1, be made by the Authority NDMC shall pay to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions Concessionaire Termination Payment of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80depreciated Book Value of the Project Facilities. For the purpose of this clause, the Book Value is the value net of depreciatded computed computed on straight line basis @ 14.29% (eighty considering age of facilities as 7 years) per centyear. The Concessionaire would also be allowed to appropriate the amounts in the Retention Money Account. (iii) If Termination is due to the occurrence of any event described under Clause 9.1(i), NDMC shall subject to the certification of Independent Consultant, pay to the Concessionaire, Termination payment equal to depreciated Book Value of the Adjusted Depreciated Project Facilities. For the purpose of this clause, the Book Value thereof is the value net of depreciatded computed computed on straight line basis @ 14.29% (considering age of facilities as 7 years) per year. The Concessionaire would also be allowed to appropriate the amounts in the Retention Money Account. Provided NDMC shall be deemed entitled to be Debt Due for deduct from the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full any amount due and final settlement of all claims of recoverable by NDMC from the Concessionaire as on account of the Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseDate.

Termination Payment. 33.3.1 Upon If an Early Termination on account Date occurs, the Non-Defaulting Party shall in good faith calculate its damages resulting from the termination of this Agreement (the "Termination Payment"). The Termination Payment will be determined by calculating the value (discounted to the Early Termination Date at a rate per annum equal to the average yield to maturity of United States Treasury Obligations having a comparable maturity date) of (i) the Fuel Gas that would have been delivered under this Agreement from the Early Termination Date through the end of the Term had the Agreement not been terminated (assuming 4,053 MMBtu/day of Fuel Gas would have been delivered) and (ii) the equivalent quantities and relevant market prices for Fuel Gas for the remaining term of this Agreement (either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Agreement). To ascertain the market prices of a Concessionaire Default occurring after COD of Bus Terminal replacement contract, the Authority Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX gas futures contracts, quotations from leading dealers in gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. In the event ECT is the Defaulting Party, the Termination Payment shall be the difference between the value of clause (i) above and clause (ii) above. If Customer is the Defaulting Party, the Termination Payment shall be the difference between the value of clause (ii) above and clause (i) above. If the calculation of the Termination Payment does not result in a positive number, the Termination Payment shall be zero. The Non-Defaulting Party shall give the Defaulting Party written notice of the amount of the Termination Payment, inclusive of a statement showing its determination, and any associated costs and attorneys' fees incurred by the Non-Defaulting Party as a result of the breach of this Agreement by the Defaulting Party. The Defaulting Party shall pay the Termination Payment and such costs and attorneys' fees to the Non-Defaulting Party within ten days of receipt of such notice. At the time for payment of any amount due under this Section, each party shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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 other party all additional amounts payable pursuant to this Agreement. All such unpaid claims amounts shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no netted and aggregated with any Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 34.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 34.3.2 Upon Termination on account of Authority’s Defaulta MORDefault, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 34.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 34.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 34.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 34.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 28.4.1 Upon Termination on account of a Concessionaire SPD Default occurring after COD of Bus Terminal during the Operation Period, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal toto : (a) 5590% (fifty five ninety per cent) of the Debt Due less CFA paid &Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire SPD hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire an SPD Default occurring prior to COD of Bus Terminaland the SPD will take over the project assets on as is where is basis and restore the Railway premises and return CFA paid. 33.3.2 28.4.2 Upon Termination on account of Authority’s a Railways Default, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal to: (a) 28.4.3 Debt Due; andDue less CFA and Insurance Cover; (b) 82.528.4.4 150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 28.4.5 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 28.4.6 Termination Payment shall become due and payable to the Concessionaire SPD within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire SPD to the Authority Railways with the necessary particulars, and in the event of any delay, the Authority Railways shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority Railways of its payment obligations in respect thereof hereunder. 33.3.4 . Upon Termination on expiry of the Concession Agreement Period on “Expiration Date” by efflux of time, no Termination Payment shall be due and payable to the ConcessionaireSPD; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority Railways to the ConcessionaireSPD. 33.3.5 28.4.7 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalSolar Power System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.4.8 The Concessionaire SPD expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire SPD on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire SPD or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of A. Officer will be entitled to a Concessionaire Default occurring after COD of Bus Terminal , payment (the Authority shall pay to the Concessionaire, by way of "Termination Payment, an amount ") equal to: to One Hundred Twenty-Five Per Cent (a) 55% (fifty five per cent125%) of his then current annual base salary (the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of dollar amount so calculated being hereafter referred to as the Insurance Cover are not admitted "Full Severance"), and paid, then 80% (eighty per cent) of FLIC shall make such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s DefaultOfficer, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of the occurrence of any delayof the following: (i) The employment of Officer is terminated by The First National Bank Of Long Island ("FNBLI") within twenty-four months after a Change Of Control Event (as hereinafter defined); (ii) Officer resigns his employment with FNBLI for Good Reason (as hereinafter defined) within twenty-four months after a Change of Control Event; or (iii) The employment of Officer is terminated by FNBLI within twenty-four months after any entity, person or group shall have acquired more than twenty per cent (20%) of the voting shares of FLIC and, at the time of such termination, the Authority Chief Executive Officer of FNBLI serving in that capacity as of the first day of the term hereof, or of the then current renewal term, as the case may be, shall pay interest at have ceased to be employed by FNBLI in such capacity. B. Officer will be entitled to a rate Termination Payment equal to 3% Sixty Six and Two Thirds Per Cent (three per cent66 2/3%) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that Full Severance in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, that Officer shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement resign for any reason whatsoever during the period beginning on the thirty-first day after a Change of Control Event and ending on the sixtieth day after such event. C. In the event that Officer shall become entitled to a Termination Payment pursuant to Section 2(A) or 2(B) hereof, FLIC shall, at no cost to Officer, continue to provide family medical and dental coverage to Officer for a period of twelve (12) months after Officer ceases to be employed by FNBLI, on terms and conditions substantially the same as FNBLI may, from time to time, make available to its employees generally during such period; provided, however, that the Concessionaire or any shareholder thereof obligation of FLIC to provide such coverage shall not have any further right or claim under any lawcease on the date when another employer makes substantially comparable coverage available to Officer, treatyregardless of whether the benefits made available by such employer require a contribution on the part of Officer. D. FLIC may elect to discharge its obligation to make the Termination Payment and provide such insurance coverage by causing FNBLI, conventionits wholly owned subsidiary, contract or otherwiseto do so.

Termination Payment. 33.3.1 Upon (a) If a Termination on account Payment (“Termination Payment”) is owed by Buyer, it will be computed by multiplying a fraction the numerator of a Concessionaire Default occurring after COD which is the total of Bus Terminal the Monthly Final Buyer Retail SalesRetail Deliveries for the 12 Month period immediately preceding the Month in which the termination occurs, and the Authority shall pay to denominator of which is the Concessionairetotal of the Final Total Retail Load for the same period, by way of Termination Payment, an amount equal tothe sum of: (ai) 55% (fifty five per cent) of the Debt Due less Insurance CoverTotal Project Capital Costs through the date on which the termination is effective; 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:plus (aii) Debt Dueall Cancellation Costs; (iii) all Seller Decommissioning Costs; andless (iv) all Project Costs paid by Seller with contributions to Seller from Alliance Member Companies; less (v) all Project Costs paid by Seller with funds received by Seller and its Affiliates from the Department pursuant to a Cooperative Agreement; less (vi) all amounts paid by other purchasers of Project output in respect of Project Costs, Cancellation Costs and Seller Decommissioning Costs; less (vii) all amounts paid by Buyer in respect of Project Costs, Cancellation Costs and Seller Decommissioning Costs before the date on which the termination is effective; less (viii) revenues from the sale of Net Energy, and Other Products Credits through the date on which the termination is effective. (b) 82.5% (eighty two point five per cent) Seller shall provide Buyer and the Commission with a reasonably detailed invoice setting forth the bases for the Termination Payment. Seller shall also submit a request for the Commission to review and approve Seller’s determination of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of the Termination Payment, taking into account the costs and credits under clauses 16.5(a)(i) through 16.5(a)(viii), and upon such determination, Buyer shall pay promptly pay Seller the Termination Payment. If Buyer disputes the Termination Payment, then Buyer shall deposit the Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry an escrow account reasonably satisfactory to Seller pending resolution of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionairedispute. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) Regardless of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delayEmployee's termination of Employment, the Authority shall NOVA will pay interest at a rate equal to 3% Employee (three per centor to his guardian, estate, or testamentary trust, as appropriate) above the Bank Rate on the amount of Termination compensation determined under Section 3, such amounts to be adjusted pro rata for the portion of the term of this Agreement completed on the date of termination. Employee shall also be entitled to reimbursement pursuant to Section 6 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to receive the additional payments that are described in this Section 9 under the conditions that are described herein. Any payment not made when due under this Section 9, including without limitation any Gross-Up Payment remaining unpaid; provided that such delay under Section 9(d), shall not exceed 90 (ninety) days. For bear interest, compounded annually, at the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations prime rate as quoted in respect thereof hereunderThe Wall Street Journal ----------------------- plus 2%. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centi) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary contained in Section 8 hereof, if within twenty-four (24) months following the Effective Date, or within twenty-four (24) months following a Change in Control (as defined in Section 9(c)), Employee's employment with NOVA terminates for any reason, other than the circumstances described in Section 8(b) or 8(f), and other than a nonrenewal of this AgreementAgreement by Employee ("Termination Exclusions") (the date of such termination being referred to herein as the "Termination Date"), but subject NOVA will pay Employee the Gross-Up Payment as described in Section 9(d)(i), and a payment (the "Termination Payment") payable over two years (the two year period following the Termination Date is referred to herein as the "Severance Period"), which is the sum of the following: I. An aggregate of three (3) times Employee's Base Salary in effect on the Termination Date, one-half (1/2) of which will be paid at each of the first, and second anniversary of the Termination Date, calculated without regard to any reduction in Base Salary that may have occurred on or immediately prior to the provisions Termination Date (for purposes of Clause 33.3.4this Section 9, "Base Salary"). II. An aggregate of three (3) times fifty (50%) percent of Employee's Base Salary in effect on the Termination Date, one-half (1/2) of which will be paid at each of the first and second anniversary of the Termination Date. III. Continuation of benefits described in Section 4 for a period of two (2) years following the Termination Date; provided, however, that such benefits shall not be provided to the extent that such benefits are generally provided through an insurance contract with a licensed insurance company and such insurance company will not agree to insure for such benefits. IV. A one time severance payment of $600,000 payable within ten (10) days following the Termination Date. (ii) During the Severance Period, Employee shall comply with the non- disclosure obligations and covenants not to solicit or compete set forth in Sections 12 and 13 below. (c) A Change in Control will be deemed to have occurred for purposes hereof, if: (i) any person as such term is used in Sections 13(d) and 14(d) of the Securities Act of 1934, as amended (a "Person"), other than NOVA or a Person controlling, controlled by, or under common control with, NOVA or PMT (an "Affiliate"), and other than a trustee or other fiduciary holding securities under an employee benefit plan of NOVA, becomes the "beneficial owner" (as defined in SEC Rule 13d-3), directly or indirectly, of securities of NOVA or PMT representing more than 40% of the total voting power represented by NOVA's or PMT's then outstanding Voting Securities (for purposes of this section "Voting Securities" shall mean any securities of NOVA or PMT or their survivor which vote generally in the election of its directors), and, in the event any Project Assets, essential for the efficient, economic and safe operation case of the Bus Terminal, shall have been acquired and installed after change in the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent beneficial ownership of the Authority Voting Securities of NOVA, during any period of two (which consent shall not be unreasonably denied2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by NOVA's stockholders was approved by a sum equal to 80% (eighty per cent) vote of a majority of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for directors then still in office who either were directors at the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims beginning of the Concessionaire on account of Termination of this Agreement period or whose election or nomination for election was previously so approved, cease for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.to constitute a majority thereof; or

Termination Payment. 33.3.1 29.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall shall: (a) pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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 . (b) encash and appropriate the avoidance Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of doubtthe Mobilization Advance outstanding, if any and interest thereon, as agreed pre- determined compensation to the Concessionaire hereby acknowledges that no Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement. 29.3.2 Upon Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD during the Construction Period, the Authority shall: (a) pay as Termination Payment, the Annuity Payments which are due based on the Milestone achieved which is in terms of Bus Terminalthe Physical Progress made by the Concessionaire in the Project but have remained unpaid. 33.3.2 (b) encash and appropriate the Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon, as agreed pre- determined compensation to the Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement 29.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire: (a) if such Termination occurs during the Construction Period, by way of Termination Payment, an amount equal to: (ai) Debt Due; and (bii) 82.5120% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity. (b) if such Termination occurs during the Operation Period, by way of Termination Payment, an amount equal to: (i) Debt Due; and 33.3.3 (ii) 100% (one hundred per cent) of the discounted value of future net cash flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%. (c) Along with the payment under Article 29.3.3, the Authority shall: (i) return the Construction Period Performance Security and / or the Operation Period Performance Security as the case may be, forthwith; (ii) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon. 29.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days from the date of a Termination and demand being made by the Concessionaire to the Authority with the necessary particulars, details and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate Rate, on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 29.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 29 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the ConcessionaireNon-Defaulting Party within ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., by way the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation as provided in ARTICLE Fourteen.. LIMITATIONS OF LIABILITIES EXCEPT AS SET FORTH HEREIN, an amount equal to: THERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. SUBJECT TO SECTION Fourteen.3, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION Twelve.3 (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedINDEMNITY), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shallNEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, notwithstanding the provisions of Clause 33.4.1INCIDENTAL, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this AgreementPUNITIVE, but subject to the provisions of Clause 33.3.4EXEMPLARY OR INDIRECT DAMAGES, in the event any Project AssetsLOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, essential for the efficientBY STATUTE, economic and safe operation of the Bus TerminalIN TORT OR CONTRACT, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus TerminalUNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, with prior written consent of the Authority (which consent shall not be unreasonably deniedINCLUDING THE NEGLIGENCE OF ANY PARTY, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawWHETHER SUCH NEGLIGENCE BE SOLE, treatyJOINT OR CONCURRENT, conventionOR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, contract or otherwise.THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE PREVENTS, OR IS INTENDED TO PREVENT ANAHEIM FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY DEVELOPMENT SECURITY. CREDIT AND COLLATERAL REQUIREMENTS

Termination Payment. 33.3.1 (a) Upon Termination termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such termination; 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase II, save and except as provided herein below in this Clause 33.3 (a). Upon Termination termination on account of AuthorityConcessionaire’s Default during the Development Period prior to COD of Phase II, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 30% ( thirty percent) of the Total Project Cost and in the event of expenditure exceeding such 30% ( thirty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such30% ( thirty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 60% (sixty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 54% (fifty four percent) of the Total Project Cost or 90% of the Debt Due. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub-clause (b) of the definition of Total Project Cost. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover as contemplated under Article 29 of this Agreement. (b) Upon termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt DueDue less Insurance Cover; and (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and; 33.3.3 (c) Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centd) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 31.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 31.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to 65% (sixty five per cent) of the sum of Annuity Payments remaining unpaid for and in respect of the Concession Period, including interest thereon up to the Transfer Date. 31.3.2 Upon termination on account of a Concessionaire default the concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring after COD prior to COD. 31.3.3 Upon Termination on account of Bus Terminal an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (i) In case the termination occurs prior to COD (a) 55% (fifty five per cent) of the Debt Due payment calculated as per the table below less Insurance Cover; Provided 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 Concessionaire hereby acknowledges that no Termination Payment shall purpose of calculation of Debt Due, the milestone achieved would only be due considered; and (b) 150% (one hundred and fifty per cent) of the Adjusted Equity; (ii) In case the termination occurs on or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultafter COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) to sum of Annuity Payments remaining unpaid for and in respect of the Adjusted Equity; andConcession Period, including interest thereon up to the Transfer Date. 33.3.3 31.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the daily average Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and (b) 82.5% (eighty two point five per cent) the Executive's annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) Executive in cash equivalent ten business days of a demand being made after the Termination Date. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedunder this Subsection 9(b), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 (ii) Notwithstanding anything to the contrary in any other provision of this Agreement, but subject if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the provisions of Clause 33.3.4, in Executive shall be reduced such that the event any Project Assets, essential for the efficient, economic and safe operation value of the Bus Terminal, shall have been acquired and installed after aggregate Total Payments that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal Executive is entitled to 80% (eighty per cent) of the Adjusted Depreciated Value thereof receive shall be deemed to be Debt Due for One Dollar ($1) less than the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of maximum amount which the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.Executive may receive without

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non- Defaulting Party shall pay provide Notice to the ConcessionaireDefaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party, by way including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, an including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount equal to: to the Non-Defaulting Party within ten (a10) 55% Business Days after the Notice is provided. If the Termination Payment is negative (fifty five per centi.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party) then the Non-Defaulting Party shall pay such amount to the Defaulting Party within ten (10) Business Days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authoritysubmitted for resolution through the dispute resolution procedure in Article Ten. RAP ID #[Name], [Seller’s DefaultName] EXCEPT AS SET FORTH HEREIN, the Authority shall pay to the ConcessionaireTHERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, by way of Termination PaymentINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, an amount equal to: AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION 9.03 (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedINDEMNITY), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shallNEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, notwithstanding the provisions of Clause 33.4.1INCIDENTAL, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this AgreementPUNITIVE, but subject to the provisions of Clause 33.3.4EXEMPLARY OR INDIRECT DAMAGES, in the event any Project AssetsLOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, essential for the efficientBY STATUTE, economic and safe operation of the Bus TerminalIN TORT OR CONTRACT, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus TerminalUNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, with prior written consent of the Authority (which consent shall not be unreasonably deniedINCLUDING THE NEGLIGENCE OF ANY PARTY, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawWHETHER SUCH NEGLIGENCE BE SOLE, treatyJOINT OR CONCURRENT, conventionOR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, contract or otherwise.THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS SECTION PREVENTS, OR IS INTENDED TO PREVENT SCE FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY SECURED INTERESTS IN COLLATERAL. RAP ID #[Name], [Seller’s Name]

Termination Payment. 33.3.1 Upon Termination on account Although nothing in this Section 4 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive’s employment is terminated either (i) by the Company without “Cause” (as hereinafter defined) at any time, (ii) by the Company or by Executive within three (3) months prior to or within six (6) months following a “Change of Control” (as hereinafter defined), or (iii) by Executive for “Good Reason” (as hereinafter defined), Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary up to the date of termination and accrued vacation, if any. If Executive is terminated by the Company without Cause or due to a Change in Control or Executive’s death, disability or retirement or resigns for Good Reason, the Company will relocate Executive and his family members to the Home Location in the manner contemplated under Section 3 of this Agreement and provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, due to a Change in Control, resigns for Good Reason, retires, dies or resigns as a result of a Concessionaire Default occurring disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other senior executives, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Upon any termination of Executive’s employment with the Company hereunder, Executive shall have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment “C.” Company shall pay Executive the Salary Severance on the date which is the later of ten days after COD the date on which it receives the signed release or six months after the date of Bus Terminal separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the Authority date on which Company pays bonuses to Company’s senior executives for the applicable year, or the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Agreement, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. In the event that Executive and/or his dependent family members is or are qualified for and elect COBRA coverage under the Company’s health plans after a termination without Cause, or due to a Change in Control or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause or Executive’s resignation without Good Reason (other than due to death, disability or retirement, except as set forth in this Section 4 and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited. If Executive is terminated by the Company without Cause or due to a Change in Control or resigns for Good Reason and on the effective date of such termination, Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $125,000 (the “Blackout Period Severance”). Company shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of Blackout Period Severance on the Debt Due less Insurance Cover; Provided same date that if any insurance claims forming part of the Insurance Cover are not admitted and Salary Severance is paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance purposes of doubtthis Agreement, the Concessionaire hereby acknowledges that no Termination Payment Company shall be due or payable on account of a Concessionaire Default occurring prior have “Cause” to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authorityterminate the Executive’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and services in the event of any delayof the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the Authority shall pay interest at business of the Company or any of its affiliates, which gross negligence or willful misconduct has a rate equal to 3% (three per cent) above the Bank Rate material and demonstrable adverse effect on the amount Company; (iv) Executive’s material violation of Termination Payment remaining unpaid; provided that such delay shall a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry limited to a violation of the Concession Period by efflux Company’s Code of timeBusiness Conduct and Ethics; or (v) Executive’s material breach of this Agreement or material breach of any other written agreement between Executive and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., no Termination Payment shall be due and payable any agreement with respect to the Concessionaire; provided that in the event Executive’s stock and/or stock options of any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalCompany’s affiliates); provided, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminalhowever, with prior written consent of the Authority (which consent that Executive shall not be unreasonably denieddeemed to have been terminated for Cause in the case of clause (ii), a payment equal (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to 80% (eighty per cent) the expiration of the adjusted depreciated value thirty (30) calendar day period following delivery to Executive of such Project Assets shallthe Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. Executive will be deemed to have “Good Reason” to resign his employment with the Company hereunder if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Managing Director, notwithstanding Asia-Pacific Region, (ii) a change in Executive’s primary business location from either the provisions Home Location or the Host Location, (iii) the failure by any successor of Clause 33.4.1, be made by the Authority Company to assume in writing the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in Company’s obligations under this Agreement, but subject to (iv) the provisions breach by the Company in any respect of Clause 33.3.4any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the event any Project Assetsfailure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, essential for or (v) the efficient, economic imposition by the Company of a requirement that Executive report to a person other than the President and safe operation Chief Operating Officer of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof Company. Executive shall not have any further right or claim under any lawa Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, treaty, convention, contract or otherwiseprovided that the Company continues to pay Executive’s salary and benefits.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable on account paid in a lump sum and shall equal the product of a Concessionaire Default occurring (x) 2.0 and (y) the Employee's combined annual base salary and bonus, averaged over the most recent three (3) year period immediately prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe Change in Control. With respect to the year in which the Employee's employment is terminated, the Authority above calculation shall include the full year's base salary and any bonus or incentive compensation to which the Employee would have been entitled had the Employee's employment not been terminated in such year. In the event that Employee becomes entitled to the Termination Payment, if any of the Termination Payment will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Employer shall pay to Employee, an additional amount (the Concessionaire"Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Termination Payment and any federal, state and local income tax and Excise Tax upon the payment provided for by way of this paragraph, shall be equal to the Termination Payment. For purposes of determining whether any of the Termination Payment will be subject to the Excise Tax and the amount of such Excise Tax, an amount equal to: (ax) Debt Due; and any other payments or benefits received or to be received by Employee in connection with a Change in Control or the termination of Employee's employment (b) 82.5% (eighty two point five per centwhether pursuant to the terms of this agreement or any other plan, arrangement or agreement with the Employer, any person whose actions result in a Change in Control or any person having such a relationship with the Employer or such person as to require attribution of stock ownership between the parties under section 318(a) of the Adjusted Equity; and 33.3.3 Code) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Employer's independent auditors and reasonably acceptable to Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, (y) the amount of the Termination Payment which shall become due and payable be treated as subject to the Concessionaire Excise Tax shall be equal to the lesser of (A) the total amount of the Termination Payment or (B) the amount of excess parachute payments within 15 the meaning of Sections 280G(b)(1) and (fifteen4) days (after applying clause (x), above, and after deducting any excess parachute payments in respect of a demand being which payments have been made under this clause (y)), and (z) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Concessionaire Employer's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of residence upon the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to the Authority with Employer at the necessary particulars, and time that the amount of such reduction in Excise Tax is finally determined the event portion of any delay, the Authority shall pay Gross-Up Payment attributable to such reduction plus interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; such repayment at the rate provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centsection 1274(b)(2)(B) of the adjusted depreciated value Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Employer shall make an additional gross-up payment in respect of such Project Assets shall, notwithstanding excess (plus any interest payable with respect to such excess) at the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and time that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseamount of such excess is finally determined.

Termination Payment. 33.3.1 Upon Termination on account As a condition to the Transfer described in paragraph (a) of subsection 7.3 and as a Concessionaire Default occurring after COD condition to termination of Bus Terminal this Lease pursuant to paragraph (a) of subsection 7.3, the Authority Lessee shall pay on the Termination Date to Lessor, in immediately available funds, (a) an amount equal to the Concessionaireexcess, by way if any, of (i) the aggregate of the Casualty Value in effect on the Termination PaymentDate, and, if a Transfer pursuant to paragraph (a) of subsection 7.3 is made to an Other Owner or an Affiliate thereof, an amount equal to: to the product of such Casualty Value and .05, over (ii) the purchase price actually paid to Lessor by the purchaser, after deduction therefrom of all costs, expenses and fees whatsoever payable by Lessor, as seller, and all fees and expenses including, without limitation, attorneys’ fees incurred by Lessor or Owner Participant in connection with such purchase and sale, plus (b) the Lessee Loan Balance, if any, on the Termination Date, plus (c) all other sums then due and owing by Lessee to Lessor under any of the Operative Documents, including but not limited to all Rent due through the Termination Date (excluding any amount of Basic Rent due on such date which would represent a payment in advance) and any premium on any Outstanding Bond and all other sums due under the Bonds (without duplication), minus (d) the Lessor Loan Balance, if any, on the Termination Date. To the extent the Lessor Loan Balance on the Termination Date exceeds the aggregate of the amounts denoted by clauses (a), (b) 55% and (fifty five per centc) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part immediately preceding sentence, Lessor shall pay an amount equal to such excess to Lessee on the Termination Date.” J. Subsection 11.6(c). Subsection 11.6(c) of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in Existing Lease is hereby amended by adding at the computation of Debt Due. end thereof the following new sentence: “For the avoidance of doubt, the Concessionaire hereby acknowledges parties hereto expressly agree that no Termination Payment shall be due notwithstanding the use of the singular terms “Nonseverable Alteration” and “Nonseverable Alteration Cost” herein, Lessee is expressly permitted to aggregate the Nonseverable Alteration Costs of one or payable on account more Nonseverable Alterations effected after June 30, 2005 within a period of a Concessionaire Default occurring prior 24 consecutive months during the Basic Term and any Renewal Term in seeking financing for the Nonseverable Alteration Costs of such Nonseverable Alterations pursuant to COD this Agreement and the applicable provisions of Bus Terminal. 33.3.2 Upon Termination on account the other Operative Documents, and for all purposes of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: this Agreement (a) Debt Due; and including clause (b) 82.5% (eighty two point five per centii) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due subsection 6.1(c) hereof) and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particularsother relevant Operative Documents, such Nonseverable Alterations and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof Nonseverable Alteration Costs so aggregated shall be deemed a “Nonseverable Alteration” and “Nonseverable Alteration Cost” as used herein and therein.” Lessee shall include in the report delivered to be Debt Due for Owner Participant pursuant to Section 11.7 hereof the purposes information concerning the Nonseverable Alteration Costs of Termination Paymentsuch Nonseverable Alterations made during the period from the last previous report to the date of such report. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of- pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4. and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process provided under Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.4 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalWork pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseis reasonable.

Termination Payment. 33.3.1 Upon (a) If a Termination on account Payment (“Termination Payment”) is owed by Buyer, it will be computed by multiplying a fraction the numerator of a Concessionaire Default occurring after COD which is the total of Bus Terminal the Monthly Final Buyer Retail Sales for the 12 Month period immediately preceding the Month in which the termination occurs, and the Authority shall pay to denominator of which is the Concessionairetotal of the Final Total Retail Load for the same period, by way of Termination Payment, an amount equal tothe sum of: (ai) 55% (fifty five per cent) of the Debt Due less Insurance CoverTotal Project Capital Costs through the date on which the termination is effective; 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:plus (aii) Debt Dueall Cancellation Costs; (iii) all Seller Decommissioning Costs; andless (iv) all Project Costs paid by Seller with contributions to Seller from Alliance Member Companies; less (v) all Project Costs paid by Seller with funds received by Seller and its Affiliates from the Department pursuant to a Cooperative Agreement; less (vi) all amounts paid by other purchasers of Project output in respect of Project Costs, Cancellation Costs and Seller Decommissioning Costs; less (vii) all amounts paid by Buyer in respect of Project Costs, Cancellation Costs and Seller Decommissioning Costs before the date on which the termination is effective; less (viii) revenues from the sale of Net Energy, and Other Products Credits through the date on which the termination is effective. (b) 82.5% (eighty two point five per cent) Seller shall provide Buyer and the Commission with a reasonably detailed invoice setting forth the bases for the Termination Payment. Seller shall also submit a request for the Commission to review and approve Seller’s determination of the Adjusted Equity; and 33.3.3 amount of the Termination Payment, taking into account the costs and credits under clauses 16.5(a)(i) through 16.5(a)(viii), and upon such determination, Buyer shall pay promptly pay Seller the undisputed amount of the Termination Payment. If Buyer disputes the Termination Payment, then Buyer shall deposit the Termination Payment shall become due and payable in an escrow account reasonably satisfactory to Seller pending resolution of the Concessionaire within 15 (fifteen) days of a demand being made by dispute. subject to dispute resolution pursuant to Article 17. When the Concessionaire to the Authority with the necessary particulars, and in the event of any delaydispute is resolved, the Authority Party owing shall pay the amount owed within 5 Business Days of the date of resolution, with late payment interest at a rate equal to 3% (three per cent) above the Bank Rate charges calculated on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations owed in respect thereof hereunderaccordance with Section 7.2. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to the Annual Cash Compensation times three (a) 55% (fifty five per cent3), reduced by any cash severance payable under Section 4.3(a) of the 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 DueEmployment Agreement. For the avoidance of doubtSubject to Section 9(a)(ii), the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account paid to the Executive in a cash lump sum within thirty (30) days after the effective date of the Release (as defined below); provided, however, that if the Executive is a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon “specified employee” as defined in Section 409A, and the Termination on account of Authority’s DefaultPayment is “nonqualified deferred compensation” that is not exempt from Section 409A, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable be paid on the first payroll date to occur following the Concessionaire within 15 (fifteen) days six-month anniversary of the date upon which the Executive’s Separation from Service occurs, accompanied by a demand being made payment of interest calculated at the rate of interest announced by BMO ▇▇▇▇▇▇ Bank from time to time as its prime or base lending rate, such rate to be determined on the Concessionaire Termination Date, compounded quarterly. Notwithstanding the foregoing, subject to the Authority with the necessary particularsSection 9(a)(ii), and in the event of any delaythe Executive’s Termination Date is pursuant to Section 2(b), the Authority Termination Payment shall pay interest at a rate equal be paid on the thirtieth (30th) calendar day after the date of the Change in Control of the Company (as defined without reference to 3% (three per cent) above Section 2(b)), without interest. Such lump sum payment shall not be reduced by any present value or similar factor, and the Bank Rate on Executive shall not be required to mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute the Executive’s release of any rights of the Executive to, any additional cash severance payments under any Company severance policy, practice or agreement. (ii) It is a condition of payment of the Termination Payment that the Executive deliver a full discharge release to the Company within forty-five (45) days after the Covered Termination, in such form as provided by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of Company within fifteen (15) days following the Concession Period by efflux of timeCovered Termination, no Termination Payment shall be due and payable that (i) does not require the Executive to the Concessionaire; provided that in the event release any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary rights or benefits described in this Agreement, but subject and (ii) does not impose any additional post-employment restrictions on the Executive (the “Release”), and the Release becoming effective in accordance with its terms. If the Executive does not timely deliver a Release to the provisions of Clause 33.3.4Company, in or if the event any Project AssetsExecutive delivers such a Release but revokes it (to the extent he is able to do so) prior to the date the Termination Payment is due, essential for then the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Executive shall not be unreasonably denied, a sum equal entitled to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 26.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal towhich shall be limited to 70% (seventy percent) of lower of the following amounts, less Insurance Cover: (a) 55% (fifty five per cent) Book Value of fixed assets forming part of the Debt Due less Insurance Cover; Total Project Cost and Specified Assets; (b) the replacement value of fixed assets forming part of the Total Project Cost and the Specified Assets, as assessed by an Approved Valuer, who shall be selected and appointed by the Authority, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder 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. the amount payable hereunder. 26.3.2 For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 26.3.3 Upon Termination on account of a the Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal towhich shall be limited to the 115% (one hundred fifteen percent) of lower of the following amounts, less Insurance Cover : (a) Debt Due; andBook Value of fixed assets forming part of the Total Project Cost and the Specified Assets; (b) 82.5the replacement value of fixed assets forming part of the Total Project Cost and the Specified Assets, as assessed by an Approved Valuer, who shall be selected and appointed by the Authority, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty two point five per cent) of such unpaid claims shall be included in computation of the Adjusted Equity; andamount payable hereunder. 33.3.3 26.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 32% (three per cent) above the Bank Rate SBI PLR on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account (i) In the event of a Concessionaire Default occurring after COD termination of Bus Terminal Hall’s employment or services by the Company with Cause, due to Disability (as defined below) or by Hall for any reason, the Authority Company shall have no further obligation to Hall following the Termination Date other than to pay to the Concessionaire, by way of Termination PaymentHall, an amount equal to:to (A) only if Hall has not yet been paid his Base Salary or Monthly Salary for the calendar month in which the Termination Date occurs, the earned Base Salary or Monthly Salary, as applicable, such payment to be made on the date the applicable payment would have been made had such termination not occurred and (B) any unreimbursed reasonable business expenses incurred prior the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy. (aii) 55% In the event of a termination of Hall’s employment or services by the Company without Cause, subject to (fifty five per centA) the execution and non-revocation of a settlement agreement that will include a full waiver and release of all claims, including potential claims known or unknown, against the Company, FHF, the Bank, their officers, directors, agents and employees in a form satisfactory to the Company, (B) compliance with Sections 6 and 7 of this Agreement and (C) potential reduction pursuant to Section 11 of this Agreement, the Company shall continue to pay the Base Salary or Monthly Salary, as applicable, on the same schedule as if Hall continued to provide services during the applicable period; provided, however, that the first payment shall be made on the 55th day following the Termination Date (the “First Payment Date”) (with all amounts that would be paid in the ordinary course between the Termination Date and the First Payment Date being paid on the First Payment Date). The Company will also reimburse Hall for any unreimbursed reasonable business expenses incurred prior to the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy. (iii) In the event of a termination of Hall’s employment or services due to death, the Company shall have no further obligation to Hall (or his estate) following the Termination Date other than to pay to Hall’s estate, an amount equal to (A) only if Hall has not yet been paid his Base Salary or Monthly Salary for the calendar month in which the Termination Date occurs, the earned Base Salary or Monthly Salary, as applicable, such payment to be made on the date the applicable payment would have been made had such termination not occurred, (B) any unreimbursed reasonable business expenses incurred prior the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy and (C) within 30 days following the Termination Date, a lump sum payment in amount equal to the lesser of (1) the Base Salary and/or Monthly Salary paid to Hall for the twelve month period preceding the Termination Date, or (2) the remaining Base Salary and/or Monthly Salary, as applicable, that would have been payable hereunder if Hall continued to provide services during the applicable period. (iv) Other than payments or benefits required to be paid or provided, or which Hall is eligible to receive under any plan, program, policy or practice with, or contract or agreement of, the Company or any of its affiliated entities through the Termination Date, the payments expressly provided under this Section 5 shall be in full satisfaction of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Company’s obligations to Hall upon his termination 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 Dueemployment. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due except as set forth in Sections 5(c)(ii) or payable on account 5(c)(iii), upon termination of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authorityemployment, Hall or Hall’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: estate (aas applicable) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied)eligible for severance under any plan, a payment equal to 80% (eighty per cent) program, policy or practice with or contract or agreement of, the Company or any of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaireits affiliated entities. 33.3.5 Notwithstanding anything to (v) For the contrary in purposes of this Agreement, but subject to “Disability” means “disability” (as such term is defined under the provisions of Clause 33.3.4, in the event any Project Assets, essential Company’s disability insurance policy maintained for the efficient, economic and safe operation executives of the Bus TerminalBank, shall have been acquired and installed after the 20th (twentiethfrom time to time) anniversary suffered by Hall for a continuous period of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire at least six months or any shareholder thereof shall not have impairment of mind or body that is likely to result in a “disability” of Hall for more than three months during any further right or claim under any law, treaty, convention, contract or otherwisetwelve-month period.

Termination Payment. 33.3.1 29.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall shall: (a) pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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 . (b) encash and appropriate the avoidance Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of doubtthe Mobilization Advance outstanding, if any and interest thereon,as agreed pre-determined compensation to the Concessionaire hereby acknowledges that no Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement. 29.3.2 Upon Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD during the Construction Period, the Authority shall: (a) pay as Termination Payment, the Annuity Payments which are due based on the Milestone achieved which is in terms of Bus Terminalthe Physical Progress made by the Concessionaire in the Project but have remained unpaid. 33.3.2 (b) encash and appropriate the Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon,as agreed pre-determined compensation to the Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement 29.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire: (a) if such Termination occurs during the Construction Period, by way of Termination Payment, an amount equal to: (ai) Debt Due; and (bii) 82.5120% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity. (b) if such Termination occurs during the Operation Period, by way of Termination Payment, an amount equal to: (i) Debt Due; and 33.3.3 (ii) 100% (one hundred per cent) of the discounted value of future net cash flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%. (c) Along with the payment under Article 29.3.3, the Authority shall: (i) return the Construction Period Performance Security and / or the Operation Period Performance Security as the case may be, forthwith; (ii) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon. 29.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days from the date of a Termination and demand being made by the Concessionaire to the Authority with the necessary particulars, details and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate Rate, on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 29.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 29 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under claimunder any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and the Executive's Annual Base Salary, plus (bB) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of the highest annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three years preceding the Termination Payment Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times the number of years or fractional portion thereof remaining unpaidin the Employment Period determined as of the Termination Date; provided provided, however, that such delay amount shall not exceed 90 (ninety) days. For be less than the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry amount of the Concession Period by efflux of time, no Executive's Annual Cash Compensation. The Termination Payment shall be due and payable paid to the Concessionaire; provided that Executive in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed cash equivalent ten business days after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Termination Date. The Executive shall not be unreasonably denied), a payment equal required to 80% (eighty per cent) mitigate the amount of the adjusted depreciated value Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, Executive securing other employment or for any other reason. The Termination Payment shall be made by in addition to any other severance payments to which the Authority Executive is entitled under the Company's severance policies and practices in the form most favorable to the ConcessionaireExecutive which were in effect at any time during the 180-day period prior to the Effective Date. 33.3.5 (ii) Notwithstanding anything to the contrary in any other provision of this Agreement, but if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation tax imposed by Section 4999 of the Bus Terminal, shall have been acquired and installed after the 20th Code (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right successor provision) or claim under any law, treaty, convention, contract or otherwise.which the

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and (b) 82.5% (eighty two point five per cent) the Executive's annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) Executive in cash equivalent ten business days of a demand being made after the Termination Date. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable under this Subsection 9(b). (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the Concessionaire; provided Executive shall be reduced such that in the event any Project Assets, essential for the efficient, economic and safe operation value of the Bus Terminal, aggregate Total Payments that the Executive is entitled to receive shall have been acquired and installed after be One Dollar ($1) less than the 20th anniversary of COD of Bus Terminal, with prior written consent maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Authority Code (or any successor provision) or which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centthe Company may pay without loss of deduction under Section 280G(a) of the adjusted depreciated Code (or any successor provision). For purposes of this Agreement, the terms "excess parachute payment" and "parachute payments" shall have the meanings assigned to them in Section 2806 of the Code (or any successor provision), and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 280G(d)(4) of the Code (or any successor provision). Within forty days following delivery of the Notice of Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 2806 of the Code (or any successor provision), the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Executive in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments determined without regard to the limitations of this Subsection 9(b)(ii). As used in this Subsection 9(b)(ii), the term "Base Period Income" means an amount equal to the Executive's "annualized includible compensation for the base period" as defined in Section 280G(d)(1) of the Code (or any successor provision). For purposes of such Project Assets shallopinion, notwithstanding the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. Such opinion shall be dated as of the Termination Date and addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such opinion determines that there would be an excess parachute payment, the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within thirty days of his receipt of such opinion or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If such legal counsel so requests in connection with the opinion required by this Section, the Executive and the Company shall obtain, at the Company's expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive. If the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic Sections 2806 and safe operation 4999 of the Bus TerminalCode (or any successor provisions) are repealed without succession, shall have been acquired and installed after the 20th then this Section 9(b) (twentiethii) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Paymentno further force or effect. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of The FrontView Parties hereby agree that in the Debt Due less Insurance Cover; Provided event that if any insurance claims forming part of an Exit Transaction occurs prior to an IPO, the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims Subsidiary OP shall be included in required to pay the computation Termination Payment Amount to the Subsidiary OP GP as consideration for the termination of Debt Due. For Management Fees under the avoidance of doubtOP LPA that results from such Exit Transaction (the “Termination Payment”), the Concessionaire hereby acknowledges that no which Termination Payment shall be due upon the closing of the Exit Transaction. The obligation of the Subsidiary OP to make the Termination Payment shall not be reduced or payable on account of a Concessionaire Default occurring prior otherwise affected by any agreement by the Management Parties to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultprovide services to, or receive fees from, the Authority shall pay to buyer in an Exit Transaction in connection with the Concessionairemanagement of the assets sold in the Exit Transaction following the closing thereof. As used herein, (i) “Exit Transaction” means any direct or indirect sale, transfer, conveyance or other disposition (including by way of merger, recapitalization, equity purchase or consolidation), in one or a series of transactions, of all or substantially all of the assets of the Subsidiary OP; and (ii) “Termination Payment, Payment Amount” means an amount equal to: to three (a3) Debt Due; and (b) 82.5% (eighty two point five per cent) times the average of the Adjusted Equity; and 33.3.3 Termination Payment shall become due gross fee revenue (including, but not limited to, revenue from property management fees, asset management fees, structuring fees, placement fees and payable to the Concessionaire within 15 (fifteenacquisition fees, but excluding property management reimbursement payments and other reimbursement payments) days of a demand being made received by the Concessionaire to Management Parties from the Authority NADG REIT Parties in accordance with the necessary particularsOP LPA (or any Affiliate Agreement entered into in accordance with the OP LPA) during each of the three (3) trailing 12-month periods preceding the date of the Exit Transaction; provided that, solely for purposes of calculating the aggregate placement and in structuring fees payable during the event period from January 1, 2023 through the abandonment of any delaythe IPO (the “IPO Pursuit Period”), the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due placement and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof structuring fees shall be deemed to be Debt Due for equal to the purposes greater of Termination Payment. 33.3.6 (x) the actual amount of placement and structuring fees paid by the NADG REIT Parties to the Management Parties during the IPO Pursuit Period, and (y) the average of the total placement and structuring fees paid by the NADG REIT Parties to the Management Parties during the calendar year 2021 and the calendar year 2022, divided by twelve (12) and then multiplied by the number of months (or partial months) in the IPO Pursuit Period. The Concessionaire expressly agrees that rights provided in this Section 7.11(a) (the “Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of Rights”) are intended to continue to apply following the Concessionaire on account of Termination termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwisereason.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Saia shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to three times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty two point five per centDuring the three years following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably deniedsubject to liquidation or exchange for another benefit. 568162334 4 (c) The Corporation shall pay the Executive the Termination Payment set forth in this Paragraph due to termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in Paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control. (d) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Corporation or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would but for this Paragraph 4(d), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions excise tax imposed under Section 4999 of Clause 33.3.4the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the event any Project AssetsExecutive receiving an amount greater than the Reduced Amount. The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, essential for the efficient, economic and safe operation reduction shall be made in a manner consistent with the requirements of Section 409A of the Bus TerminalCode, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminalwhere two economically equivalent amounts are subject to reduction but payable at different times, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof such amounts shall be deemed to be Debt Due for the purposes of Termination Paymentreduced on a pro rata basis but not below zero. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (i) The Termination Payment shall be an amount equal to (A) the Executive's annual base salary, as in effect immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the highest annual bonus award (determined on account an annualized basis for any bonus award paid for a period of a Concessionaire Default occurring less than one year) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) three and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; PROVIDED, HOWEVER, THAT such amount shall not be less than the amount of the Executive's Annual Cash Compensation. The Termination Payment and the Gross-Up Payment (as defined below) if any, shall be paid to the Executive in cash equivalent ten business days after COD the Termination Date. Such Termination Payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of Bus Terminal the Termination Payment (or any other payments or benefits provided under this Agreement) by securing other employment or otherwise, nor will such Termination Payment (or any other payments or benefits provided under this Agreement) be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to the Executive's normal post-termination compensation and benefits, determined under, and paid in accordance with, the Authority Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Termination Date or, if more favorable to the Executive, as in effect immediately prior to the Change in Control of the Company. Such benefit and compensation plans will include, but shall not be limited to, the Company's 1993 Stock and Incentive Plan. (ii) (A) Whether or not the Executive becomes entitled to the Termination Payment, if any of the payment or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Person) (such payments or benefits excluding the Gross-Up Payment (as hereinafter defined), being hereinafter referred to as the "Total Payments") will be subject to any excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the ConcessionaireExecutive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, by way after deduction of Termination any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay equal to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunderTotal Payments. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 (a) Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal toto :- (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such Termination; and (ii) 70% (seventy percent) of the amount representing the Additional Termination Payment, if applicable. 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase I, save and except as provided herein below in this Clause 33.3 (a). Upon Termination on account of AuthorityConcessionaire’s Default during the Construction Period prior to COD of Phase I, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty percent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such 40% (forty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to Termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 50% (fifty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 45% (forty five percent) of the Total Project Cost. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub-clause (b) of the definition of Total Project Cost. (b) Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt Due; and; (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (iii) 115% (one hundred and fifteen percent) of the amount representing the Additional Termination Payment, if applicable. (c) Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centd) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% Upon consummation of an Alternative Transaction, if this Agreement is validly terminated under Section 9.2(b)(i) (fifty five per cent) solely in the event that the Company materially breaches this Agreement in a manner that proximately caused the failure of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Closing to occur prior to such date), Section 9.2(b)(ii) as a result of the Insurance Cover are not admitted Company terminating the Plan Support Agreement pursuant to Section 8(d)(4) thereof, Section 9.2(b)(iii), Section 9.2(b)(iv), Section 9.2(b)(ix), or Section 9.3(c) and paidno Equity Commitment Party has breached its obligations under this Agreement such that the Company has the right to terminate this Agreement pursuant to Section 9.3(b), then 80the Debtors shall pay WP 10.7%, Centerbridge 10.7%, D▇▇▇▇▇ 15.6%, and the Initial Consenting Noteholders 63.0% of a cash Termination Payment equal to $77,200,000 (eighty per centthe “Termination Payment”), which amount shall be paid within three (3) Business Days following consummation of such unpaid claims shall be included in Alternative Transaction by wire transfer of immediately available funds to such account as WP, Centerbridge, D▇▇▇▇▇ and each of the computation Initial Consenting Noteholders may designate. The Initial Consenting Noteholders’ portion of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable allocated as set forth on account of a Concessionaire Default occurring prior to COD of Bus TerminalSchedule 1 hereto. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no The Termination Payment shall be due fully earned, nonrefundable and payable non-avoidable upon entry of the EPCA Approval Order and shall be paid by the Debtors, free and clear of any withholding or deduction for any applicable Taxes. The Termination Payment shall, pursuant to the Concessionaire; provided EPCA Approval Order, constitute allowed administrative expenses against each of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code. (c) Each of the Parties acknowledges that the Termination Payment is not intended to be a penalty but rather constitutes liquidated damages in a reasonable amount that will compensate the Equity Commitment Parties in the event any Project Assets, essential circumstances in which the Termination Payment is paid for the efficient, economic efforts and safe operation resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent consummation of the Authority (transactions contemplated hereby, which consent shall not amount would otherwise be unreasonably denied), a payment equal impossible to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assetsof a valid termination as set forth in this Section 9.5, essential for each Equity Commitment Party acknowledges and agrees that the efficient, economic and safe operation payment of its pro rata portion of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof Termination Payment shall be deemed its sole and exclusive remedy, at Law and in equity or otherwise, against the Debtors. In no event shall any Equity Commitment Party be entitled to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that any Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwisemore than once.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due (which shall in no case be more than 70% of the Total Project Cost) less Insurance Cover; Provided 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. (which shall in no case be more than 70% of the Total Project Cost) For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt DueDue (which shall in no case be more than 70% of the Total Project Cost); and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 (c) 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 the Debt Due. 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal prior to COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:to 90% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination. For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account. 37.3.2 Upon Termination on account of a Concessionaire Default during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to (ai) 5549% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination, if the Termination occurs prior to 1st anniversary of COD and for the Termination occurring any year thereafter, the amount so payable shall be decreased by 1% for each year passed from the COD; By way of illustration, if the Termination happens on the 4th anniversary of COD, than the Authority shall be required to pay 45% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account. and (ii) 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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. .. 37.3.3 Upon Termination on account of an Authority Default prior to the Appointed Date, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to 100% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For the avoidance of doubt, the Concessionaire hereby acknowledges Parties agree that no Termination Payment the obligation of the Authority under this clause shall be due or payable not include payment of any interest on account of a Concessionaire Default occurring prior to COD of Bus Terminalsuch amount in the Designated Account. 33.3.2 37.3.4 Upon Termination on account of Authority’s Defaulta Authority Default post Appointed Date, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity. c) 100% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination, if the Termination occurs prior to 1st anniversary of COD and for the Termination occurring any year thereafter, the amount so payable shall be decreased by 1% for each year passed from the COD; andBy way of illustration, if the Termination happens on the 4th anniversary of COD, than the Authority shall be required to pay 96% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account.; 33.3.3 37.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, for purposes of a Concessionaire Default occurring after COD of Bus Terminal this Agreement, the Authority "TERMINATION PAYMENT" shall pay to the Concessionaire, by way of Termination Payment, be an amount equal to: to (aA) 55% (fifty five per cent) the Executive's annual base salary, as in effect immediately prior to the Change in Control of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the Insurance Cover are average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not admitted participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the sum of the amounts set forth in (A) and paid(B) hereof shall hereafter be referred to as "ANNUAL CASH COMPENSATION"), then 80% multiplied by (eighty per centC) the number of such unpaid claims shall be included years or fractional portion thereof remaining in the computation Employment Period determined as of Debt Duethe Termination Date; provided, however, that such amount shall not be less than the greater of (i) the amount of the Executive's Annual Cash Compensation or (ii) the severance benefits to which the Executive would have been entitled under the Company's severance policies and practices in effect immediately prior to the Change in Control of the Company. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay paid to the ConcessionaireExecutive in cash equivalent ten business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, by way of Termination Payment, an and the Executive shall not be required to mitigate the amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall become due be in lieu of, and payable to the Concessionaire within 15 (fifteen) days of a demand being made acceptance by the Concessionaire to Executive of the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge the Executive's release of any rights of the Executive to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear the cost of up to $25,000 in the aggregate of fees and expenses of consultants and/or legal, tax or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedunder this Section 9(b), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 (ii) Notwithstanding anything to the contrary in any other provision of this Agreement, but subject to the provisions of Clause 33.3.4, in the event if any Project Assets, essential for the efficient, economic and safe operation portion of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment or any other payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawAgreement, treaty, convention, contract or otherwise.or

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and the Executive’s annual base salary rate, at the highest rate in effect at any time during the one hundred eighty (b180) 82.5% (eighty two point five per cent) day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the Executive’s target annual (but not long-term) cash annual incentive award for the year in which occurs the Covered Termination or if higher, the Executive’s target annual (but not long-term) cash annual incentive award for the year in which occurs the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) 2.99. Long-term incentive awards are not considered for this purpose. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) days Executive in cash equivalent on the last business day of a demand being made the seventh month following the month in which occurs the Executive’s Separation from Service. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the Concessionairetax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision); provided that the foregoing reduction in the event any Project Assets, essential for amount of Total Payments shall not apply if the efficient, economic and safe operation after-tax value to the Executive of the Bus Terminal, shall have been acquired and installed after Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated after-tax value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireExecutive if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A). 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and (b) 82.5% (eighty two point five per cent) the Executive’s annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the lesser of (1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. Long-term incentive awards are not considered for this purpose. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 Executive in cash equivalent on the last business day of the seventh month following the month in which occurs the Executive’s Separation from Service (fifteen) days or as soon as practicable after, but in no event later than 2½ months following the scheduled payment date in the case of an Executive who is deemed to have a demand being made Covered Termination pursuant to Section 2(b)). Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement; provided that if the Executive has received severance payments under any other Company (or Employer) severance policy, practice or agreement prior to the date of the Termination Payment hereunder, the Termination Payment will be reduced by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry amount of the Concession Period severance payment received by efflux the Executive under such other policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of time, no Termination Payment shall be fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the Concessionairetax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision); provided that the foregoing reduction in the event any Project Assets, essential for amount of Total Payments shall not apply if the efficient, economic and safe operation After-Tax Value to the Executive of the Bus Terminal, shall have been acquired and installed after Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority After-Tax Value to the ConcessionaireExecutive if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A). 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) Regardless of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delayEmployee's termination of Employment, the Authority shall NOVA will pay interest at a rate equal to 3% Employee (three per centor to his guardian, estate, or testamentary trust, as appropriate) above the Bank Rate on the amount of Termination compensation determined under Section 3, such amounts to be adjusted pro rata for the portion of the term of this Agreement completed on the date of termination. Employee shall also be entitled to reimbursement pursuant to Section 6 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to receive the additional payments that are described in this Section 9 under the conditions that are described herein. Any payment not made when due under this Section 9, including without limitation any Gross-Up Payment remaining unpaid; provided that such delay under Section 9(d), shall not exceed 90 (ninety) days. For bear interest, compounded annually, at the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations prime rate as quoted in respect thereof hereunderThe Wall Street Journal ----------------------- plus 2%. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centi) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary contained in Section 8 hereof, if within twenty-four (24) months following the Effective Date, or within twenty-four (24) months following a Change in Control (as defined in Section 9(c)), Employee's employment with NOVA terminates for any reason, other than the circumstances described in Section 8(b) or 8(f), and other than a nonrenewal of this AgreementAgreement by Employee ("Termination Exclusions") (the date of such termination being referred to herein as the "Termination Date"), but subject NOVA will pay Employee the Gross-Up Payment as described in Section 9(d)(i), and a payment (the "Termination Payment") payable over two years (the two year period following the Termination Date is referred to herein as the "Severance Period"), which is the sum of the following: I. An aggregate of three (3) times Employee's Base Salary in effect on the Termination Date, one-half (2) of which will be paid at each of the first and second anniversary of the Termination Date, calculated without regard to any reduction in Base Salary that may have occurred on or immediately prior to the provisions Termination Date (for purposes of Clause 33.3.4this Section 9, "Base Salary"). II. An aggregate of three (3) times fifty (50%) percent of Employee's Base Salary in effect on the Termination Date, one-half (2) of which will be paid at each of the first and second anniversary of the Termination Date. III. Continuation of benefits described in Section 4 for a period of two (2) years following the Termination Date; provided, however, that such benefits shall not be provided to the extent that such benefits are generally provided through an insurance contract with a licensed insurance company and such insurance company will not agree to insure for such benefits. IV. A one time severance payment of $600,000 payable within ten (10) days following the Termination Date. (ii) During the Severance Period, Employee shall comply with the non- disclosure obligations and covenants not to solicit or compete set forth in Sections 12 and 13 below. (c) A Change in Control will be deemed to have occurred for purposes hereof, if: (i) any person as such term is used in Sections 13(d) and 14(d) of the Securities Act of 1934, as amended (a "Person"), other than NOVA or a Person controlling, controlled by, or under common control with, NOVA or PMT (an "Affiliate"), and other than a trustee or other fiduciary holding securities under an employee benefit plan of NOVA, becomes the "beneficial owner" (as defined in SEC Rule 13d-3), directly or indirectly, of securities of NOVA or PMT representing more than 40% of the total voting power represented by NOVA's or PMT's then outstanding Voting Securities (for purposes of this section "Voting Securities" shall mean any securities of NOVA or PMT or their survivor which vote generally in the election of its directors), and , in the event any Project Assets, essential for the efficient, economic and safe operation case of the Bus Terminal, shall have been acquired and installed after change in the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent beneficial ownership of the Authority Voting Securities of NOVA, during any period of two (which consent shall not be unreasonably denied2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by NOVA's stockholders was approved by a sum equal to 80% (eighty per cent) vote of a majority of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for directors then still in office who either were directors at the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims beginning of the Concessionaire on account of Termination of this Agreement period or whose election or nomination for election was previously so approved, cease for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.to constitute a majority thereof; or

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% SEALY acknowledges and agrees that NOMACO will invest significant capital and other resources in connection with preparation and performance by NOMACO under this Agreement in anticipation of supplying the total requirements for SEALY of all Products during the Term. As a material inducement for NOMACO to enter into this Agreement, SEALY hereby agrees to immediately pay NOMACO, in addition to any other amounts due NOMACO pursuant to this Agreement, as liquidated damages the amount set forth below as the “Termination Fee” corresponding to the date SEALY terminates this Agreement other than as permitted pursuant to Section 2(b)(i) hereof (fifty five per cent“SEALY Termination Breach”) or the date NOMACO first delivers written notice to SEALY in accordance with Section 26 (“Termination Notice”) of its desire to terminate this Agreement prior to the Debt Due less Insurance Cover; Provided that if any insurance claims forming part expiration of the Insurance Cover Initial Term for any reason other than due to a termination by SEALY pursuant to Section 2(b)(i). The amounts specified below as the applicable Termination Fee are agreed upon as liquidated damages and not admitted as a penalty. The parties hereto have computed, estimated and paid, then 80% (eighty per cent) agreed upon such amounts as an attempt to make a reasonable forecast of such unpaid claims shall probable actual loss to be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, incurred by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) NOMACO because of the Adjusted Equity; and 33.3.3 difficulty of estimating with exactness the damages that will result. The Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment Fee shall be due and payable within fifteen (15) days after a SEALY Termination Breach or delivery of a Termination Notice subject to right of SEALY to cure any failure to purchase the Minimum Purchases pursuant to Section 6(b). The Termination Fee shall be determined solely by the date of the SEALY Termination Breach or the Termination Notice (as the case may be) irrespective of any delay in terminating this Agreement or payment of the Termination Fee. In the event SEALY fails to pay any Termination Fee due hereunder when due, SEALY shall pay to NOMACO interest on the amount of such Termination Fee at an annual rate equal to the Concessionaire; provided that prime rate as is printed in the event Wall Street Journal on the last business day of any Project Assetsmonth that there is an outstanding amount under this Agreement plus 2%, essential for compounded monthly, based on a 360-day year. Any such interest shall accrue commencing on the efficient, economic and safe operation date of the Bus TerminalSEALY Termination Breach or the Termination Notice (as the case may be). On or before January 15, shall have been acquired 2004 * After January 15, 2004 and installed after on or before January 15, 2005 * After January 15, 2005 and on or before January 15, 2006 * After January 15, 2006 and on or before January 15, 2007 * After January 15, 2007 * (b) In the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedevent NOMACO delivers a Termination Notice as contemplated by Section 6(a), a payment equal SEALY may cure such failure to 80% purchase the Minimum Purchases in respect to any period specified in Section 2(e), above, by timely taking the following actions (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions limitations set forth immediately below): (i) deliver written notice to NOMACO within three (3) days of Clause 33.3.4, the Termination Notice of its intent to cure in accordance with this Section 6(b); (ii) pay within fifteen (15) days of the event Termination Notice to NOMACO in immediately available funds an amount equal to the deficit in Minimum Purchases (less the amount paid to NOMACO per any Project Assets, essential order issued pursuant to clause (iii)); and/or (iii) submit an order to NOMACO for Products with an invoice amount equal to the amount of such deficit in Minimum Purchases (less the amount of any cash paid to NOMACO pursuant to clause (ii)) and pay the invoice for such order in full in immediately available funds within fifteen (15) days of the date of such order. The following limitations shall apply with respect to any action as may be taken by SEALY to cure the failure to make Minimum Purchases: (A) Any curative order per clause (iii) above may not exceed the lesser of $1,000,000 or one month’s forecast for the efficient, economic and safe operation applicable year; (B) No curative order or payment shall be applied towards satisfaction of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement Minimum Purchases for any reason whatsoever and that prior period other than the Concessionaire calendar year immediately preceding such curative order or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.payment; and

Termination Payment. 33.3.1 Upon a. Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Concession Period, the Performance Security shall be forfeited and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled after termination. In the event of Contracting Authority terminating the Agreement on account of Concessionaire Default and in addition to the Concessionaire forfeiting the Performance Security, as stated above, the Concessionaire shall pay to Contracting Authority 70% of the Unexpired Cash Flow. b. Subject to terms herein below, upon Termination on account of a Contracting Authority Default, the Contracting Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55to 50% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash flow. c. The Contracting Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their 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 doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Contracting Authority No Objection Certificate (NOC) issued by Lenders/Lenders' Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Contracting Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Contracting Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Contracting Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders, the Lenders Debt due, and procuring discharge of charge, pursuant to terms above. In this regard it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Contracting Authority shall be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be paid within thirty (30) days by Concessionaire. In the event of any delay, the Concessionaire shall pay interest at a rate equal to 3% (three per cent)88 above the Concessionaire, by way Bank Rate on the amount of Termination Payment, an amount equal to: Payment remaining unpaid; 86 TBD 87 TBD 88 TBD provided that such delay shall not exceed 90 (aninety) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 days. Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 thirty (fifteen30) days days89 of a demand being made by the Concessionaire furnishing NOC to the Contracting Authority with the necessary particulars, and in the event of any delay, the Contracting Authority shall pay interest at a rate equal to 3% (three per cent) cent)90 above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) daysdays91. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Contracting Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender's Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assets, essential as on Transfer Date and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireContracting Authority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 d. The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 26 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon 30.3.1 Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring during the Concession Period, the Performance Security shall be forfeited and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled in terms hereof after COD termination. In the event of Bus Terminal Authority terminating the Agreement on account of Concessionaire Default and in addition to the Authority forfeiting the Performance Security, as stated above, the Authority shall pay to Concessionaire 70% of the Unexpired Cash Flow. 30.3.2 Subject to terms herein below, upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55105% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash Flow. 30.3.3 The Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their 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 doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Authority No Objection Certificate (NOC) issued by Lenders/Lenders’ Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders , the Lenders Debt due , and procuring discharge of charge, pursuant to terms above. In this regard it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Authority shall pay be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be promptly paid by Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 . Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire furnishing NOC to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender’s Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assetsas on Transfer Date , essential and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireAuthority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4 The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Tenant acknowledges that, the Authority shall pay pursuant to the ConcessionaireGround Lease, by way Tenant shall be obligated to make certain additional payments to Landlord in the event the Ground Lease, and in turn, this Lease, is terminated pursuant to the rights granted to Ground Lessor or Landlord in Sections 3.01 and 3.04 of Termination Payment, an amount equal tothe Ground Lease. Tenant agrees to pay Landlord a sum computed based upon Landlord's internal rate of return (the "IRR') for the Premises Cost (as detailed on Exhibit "E" hereto) plus a Landlord's development fee of One Hundred Eighty Thousand Dollars and 00/100 ($180,000.00) (the "Land- lord's Development Fee"); which IRR shall be based on the following formula: (a) 55% (fifty five per cent) Landlord's IRR shall be computed at the commencement of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted Lease Term and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueCommencement Agreement. For the avoidance purposes of doubtthis provision, the Concessionaire hereby acknowledges that no Termination Payment IRR shall be due or payable determined based on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal tofollowing criteria: (ai) Debt Duethe Premises Cost; and(ii) a capitalization rate of 13.5% for the first Lease Year and 14.2% for each following Lease Year; (iii) the Minimum Monthly Rental for the Initial Term, as adjusted; (iv) the Initial Term (i.e., a twenty (20) year term); (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in In the event of any delayan early termination of the Ground Lease as provided in this Section 3.8, the Authority remaining Minimum Monthly Rental owed by Tenant under this Lease shall pay interest at a rate equal be calculated by Landlord and Tenant. Once so determined, said sum shall be discounted to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry date of the Concession Period Ground Lease termination at the IRR determined in subsection (a) above. The sum determined by efflux of time, no said calculation (the "Termination Payment Payment') shall be due and payable by Tenant to Landlord, subject to further adjustment as provided herein. (c) In addition to the Concessionaire; provided Termination Payment, if Landlord is obligated to pay a leasehold mortgagee any sum due as a result of the early termination of the Ground Lease or this Lease (the "Lender's Payment'), Tenant also agrees to pay said sums to Landlord upon being presented with an appropriate invoice. Tenant understands that in said Lender's Payment may include, but may not be limited to, a prepayment penalty, additional interest or charges, and attorney's fees. The Termination Payment and the Lender's Payment are collectively referred to as the "Termination Fee". In the event Ground Lessor is obligated to make any Project Assets, essential for the efficient, economic and safe operation payments to Landlord as a result of the Bus Terminaltermination of the Ground Lease, any and all of said payments shall be applied first, to the Termination Fee due Landlord, and the balance thereafter remaining shall be payable by Tenant to Landlord. The Termination Fee, as the same may be reduced, shall have been acquired and installed after be payable to Landlord within ten (10) days of receipt of an appropriately detailed invoice from Landlord. The failure of Tenant to pay the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof Termination Fee shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment an automatic default under this Article 33 shall constitute a full Lease entitling Landlord to immediately proceed to exercise any and final settlement all of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever its rights and that the Concessionaire or any shareholder thereof shall not have any remedies hereunder without further right or claim under any law, treaty, convention, contract or otherwisenotice to Tenant.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment . 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority Termination Payment shall be an amount equal to (A) the Executive’s annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the lesser of (1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. Long-term incentive awards are not considered for this purpose. The Termination Payment shall be paid to the Executive in cash equivalent on the last business day of the seventh month following the month in which occurs the Executive’s Separation from Service (or as soon as practicable after, but in no event later than 2½ months following the scheduled payment date in the case of an Executive who is deemed to have a Covered Termination pursuant to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement; provided that if the Executive has received severance payments under any other Company (or Employer) severance policy, practice or agreement prior to the date of the Termination Payment hereunder, the Termination Payment will be reduced by the amount of the severance payment received by the Executive under such other policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, the Company shall pay to the Concessionaire, Executive an additional amount (the “Gross-Up Payment”) such that the sum of (i) the net amount retained by way the Executive after deduction of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) any Excise Tax and any interest charges or penalties in respect of the 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) imposition of such unpaid claims Excise Tax (but not any federal, state or local income tax or employment tax) on the Total Payments plus (ii) any federal, state and local income tax, employment tax and Excise Tax upon the payment provided for by this Subsection 9(b)(ii), shall be included in equal to the computation of Debt DueTotal Payments. For the avoidance purposes of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on determining the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubtGross-Up Payment, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof Executive shall be deemed to pay federal income taxes and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be Debt Due for made and state and local income taxes at the purposes highest marginal rates of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full taxation in the state and final settlement of all claims locality of the Concessionaire Executive’s domicile for income tax purposes on account the date the Gross-Up Payment is made, net of Termination the maximum reduction in federal income taxes that may be obtained from deduction of this Agreement for any reason whatsoever such state and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiselocal taxes.

Termination Payment. 33.3.1 Upon Termination on account of this Agreement due to a Force Majeure Event, Termination Payment shall be made to the Concessionaire Default occurring after COD of Bus Terminal by ULB in accordance with the following: (i) If Termination is due to a Force Majeure Event, the Authority shall pay described under Articles 12.1 (a) to (c), Termination Payment to the Concessionaire, by way which shall be limited to the 70% (seventy percent) of Termination Payment, an amount equal to:lower of the following amounts less Insurance Cover. (a) 55% Book Value (fifty five per centb) the replacement value of Project Facilities (excluding the Debt Due less Insurance Cover; Existing Assets, any other assets funded/ provided by the C&DS, UPJN and / or ULB and the Project Site) as assessed by an Approved Valuer, who shall be selected and appointed by the ULB, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder. 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 Duethe amount payable hereunder. For the avoidance of doubt, it is clarified that the Concessionaire hereby acknowledges that no Termination Payment shall not be due payable towards the Existing Assets, fixed assets funded/ provided by the ULB and / or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalC&DS, UPJN and the Project Site. 33.3.2 Upon (ii) If Termination on account of Authority’s Default, the Authority shall pay is due to the Concessionaireoccurrence of any event described under Articles 12.1(d), by way or 12.1(e), ULB shall make a Termination Payment to the Concessionaire of Termination Paymentan amount, an amount equal to:which shall be limited to the 100% (one hundred percent) of lower of the following amounts, less Insurance Cover. (a) Debt Due; andBook Value (b) 82.5% the replacement value of Project Facilities (eighty two point five per cent) of excluding the Adjusted Equity; and 33.3.3 Termination Payment Existing Assets, any other assets funded/ provided by the C&DS, UPJN / ULB and the Project Site), as assessed by an Approved Valuer, who shall become due be selected and payable to appointed by the Concessionaire ULB, within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particularsTermination, and in the event for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry insurance claims forming part of the Concession Period by efflux of timeInsurance Cover are not admitted and paid, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to then 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, unpaid claims shall be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary included in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation computation of the Bus Terminalamount payable hereunder. For avoidance of doubt, shall have been acquired and installed after it is clarified that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Termination Payment shall not be unreasonably deniedpayable towards the Existing Assets, a sum equal fixed assets funded/ provided by the ULB / C&DS, UPJN and the Project Site. (iii) If Termination is due to 80% (eighty per cent) the occurrence of the Adjusted Depreciated Value thereof event described under Article 12.1 (f) or 12.1 (g), ULB shall make Termination Payment to the Concessionaire of an amount that would be payable under Article 14.2(g) as if it were ULB Event of Default. Provided ULB shall be deemed entitled to be Debt Due for deduct from the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full any amount due and final settlement of all claims of recoverable by ULB from the Concessionaire as on account of the Termination Date. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover in accordance with Article 6.9 of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseAgreement.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay If this Agreement is terminated pursuant to the Concessionaire, by way of Termination Payment, an amount equal toSection 6.1 above: (a) 55% (fifty five per cent) of If Seller is the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidDefaulting Party, then 80% (eighty per cent) of such unpaid claims Seller’s total liability to Buyer shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to the positive difference, if any, obtained by subtracting the Unit Price for a given Tranche of Contract Instruments from the Default Replacement Price; and multiplying the difference by the number of Seller Deficiency Instruments. It is expressly agreed that Buyer shall not be required to enter into a replacement transaction in order to determine the Default Replacement Price. Any amount payable from Seller to Buyer shall be calculated in a commercially reasonable manner and invoiced by Buyer to Seller and Seller shall make such payment to Buyer within fifteen (a15) Debt Due; andcalendar days following receipt of invoice by the Seller. Notwithstanding any default by Seller, Buyer shall remain obligated to pay for Contract Instruments received, and such amounts may be netted with any Termination Payment. (b) 82.5% (eighty two point five per cent) If Buyer is the Defaulting Party, then Buyer’s total liability to Seller shall be the sum of the Adjusted Equityfollowing: 1) For any Contract Instruments Delivered but not paid for, the greater of the Unit Price and Default Sales Price for such Contract Instruments Delivered, multiplied by the Quantity of Contract Instruments Delivered but not paid for; and 33.3.3 Termination Payment shall become due and payable to 2) For any Contract Instruments not Delivered, the Concessionaire within 15 (fifteen) days positive difference, if any, obtained by subtracting the Default Sales Price for a given Tranche of a demand being made Contract Instruments from the Unit Price, multiplied by the Concessionaire to the Authority with the necessary particulars, and in the event Quantity of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that Contract Instruments not Delivered for such delay shall not exceed 90 (ninety) daysTranche. For the avoidance of doubt, it It is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Seller shall not be unreasonably denied), required to enter into a replacement transaction in order to determine the Default Sales Price and shall be relieved of any further obligation to Deliver the Contract Instruments. Any amount payable from Buyer to Seller shall be calculated in a commercially reasonable manner and invoiced by Seller to Buyer and Buyer shall make such payment equal to 80% Seller not later than fifteen (eighty per cent15) calendar days following receipt of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made invoice by the Authority to the ConcessionaireBuyer. 33.3.5 Notwithstanding anything (c) In addition to any amounts due under Section 6.2(a) or 6.2(b) above, the contrary Defaulting Party shall reimburse the other Party for all costs incurred by the non- Defaulting Party in enforcing its rights under this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic including reasonable attorneys’ fees and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Paymentexpenses. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 28.4.1 Upon Termination on account of a Concessionaire SPD Default occurring after COD of Bus Terminal during the Operation Period, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal toto : (a) 5590% (fifty five ninety per cent) of the Debt Due less CFA paid &Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: 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, the Concessionaire SPD hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire an SPD Default occurring prior to COD of Bus Terminaland the SPD will take over the project assets on as is where is basis and restore the Railway premises and return CFA paid . 33.3.2 28.4.2 Upon Termination on account of Authority’s a Railways Default, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal to: (a) 28.4.3 Debt Due; andDue less CFA and Insurance Cover; (b) 82.528.4.4 150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 28.4.5 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 28.4.6 Termination Payment shall become due and payable to the Concessionaire SPD within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire SPD to the Authority Railways with the necessary particulars, and in the event of any delay, the Authority Railways shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority Railways of its payment obligations in respect thereof hereunder. 33.3.4 . Upon Termination on expiry of the Concession Agreement Period on “Expiration Date” by efflux of time, no Termination Payment shall be due and payable to the ConcessionaireSPD; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority Railways to the ConcessionaireSPD. 33.3.5 28.4.7 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalSolar Power System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.4.8 The Concessionaire SPD expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire SPD on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire SPD or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (a) On, or as soon as reasonably practicable after, the Early Termination Date of which notice is given under clause 17.2, the Non-Defaulting Party shall in good faith calculate the termination payment (the Termination Payment), in accordance with this clause 17.4. (b) Where Enercal is the Defaulting Party, the Termination Payment will be the amount required to indemnify Goro Nickel for all losses, damages and reasonable and demonstrable costs suffered by Goro Nickel as a result of the early termination of this Agreement such amount not to exceed the Applicable Cap. The Applicable Cap is 20,000,000 Dollars if the Early Termination Date occurs as a result of Enercal’s wilful disregard of Goro Nickel’s need to have Electricity and 10,000,000 Dollars in any other case. (c) Where Goro Nickel is the Defaulting Party, then: (i) the Termination Payment will be: (A) if the Early Termination Date falls before the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement up to the amount determined as at the Early Termination Date in accordance with the payment schedule set out in Annex 1 of the Inco Guarantee in place as at the Early Termination Date; (B) if the Early Termination Date falls on or after the Start Date but before the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement such amount (the Goro Nickel Termination Payment) being equal to the AC Present Value (calculated as of the Early Termination Date); and (C) if the Early Termination Date falls after the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement up to twenty per cent. (20%) of the demonstrable fixed costs of operating and maintaining the second generating unit at the Facility (calculated as of the Early Termination Date in respect of the period from the Early Termination Date to the end of the Extension Period in which the Early Termination Date falls); (ii) any payment of or on account of a Concessionaire Default occurring after COD Termination Payment made under any Inco Guarantee shall constitute pro tanto satisfaction of Bus Terminal , the Authority shall Goro Nickel’s obligation to pay to the Concessionaire, by way of such Termination Payment, an amount equal to:; (aiii) 55% where clause 17.4(c)(i)(A) or (fifty five per centC) above applies, Enercal will use all reasonable endeavours to minimise the amount of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted its losses, damages 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Duecosts; and (biv) 82.5% where clause 17.4(c)(i)(A) applies and the amount paid under the relevant Inco Guarantee exceeds the actual amount of Enercal’s losses, damages and costs, Enercal will pay an amount equal to the excess to Goro Nickel within 30 days of such actual amount being finally agreed between the Parties or in the absence of agreement determined in accordance with clause 38 (eighty two point five per centArbitration). (d) The Non-Defaulting Party shall notify the Defaulting Party of the Adjusted Equity; and 33.3.3 Termination Payment including detailed support for the Termination Payment calculation. (e) The Defaulting Party shall become due and payable pay the Termination Payment to the Concessionaire Non-Defaulting Party within 15 ten (fifteen10) days Business Days of a demand being made by invoice or notification of the Concessionaire to Termination Payment amount (the Authority Termination Payment Date), which amount shall bear interest in accordance with clause 10.6 (Late payments). (f) The Non-Defaulting Party may, at its option, set off the necessary particularsTermination Payment against any or all other amounts owing (whether or not matured, contingent or invoiced) between the Parties under this Agreement. The right of set off shall be without prejudice and in the event addition to any right of set off, combination of accounts, lien, charge or other right to which any delay, the Authority shall pay interest Party is at a rate equal to 3% any time otherwise entitled (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge whether by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, by contract or otherwise). If an amount is unascertained, the Non-Defaulting Party may reasonably estimate the amount to be set off. The Parties shall make any adjustment payment required within three (3) Business Days of the amount becoming ascertained. (g) Disputed amounts under this clause 17.4 shall be paid by the Defaulting Party subject to refund with interest calculated in accordance with clause 10.6 (Late payments) if the dispute is resolved in favour of the Defaulting Party. (h) The rights and obligations of the Parties under this clause 17.4 shall survive termination of this Agreement.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: to (aA) Debt Due; and (b) 82.5% (eighty two point five per cent) the Executive's annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Adjusted Equity; and 33.3.3 Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) the amount of the average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) paid to the Executive with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) 1.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall become due and payable be paid to the Concessionaire within 15 (fifteen) Executive in cash equivalent ten business days of a demand being made after the Termination Date. Such lump sum payment shall not be reduced by the Concessionaire to the Authority with the necessary particularsany present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Authority Executive to advise the Executive as to matters relating to the computation of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be benefits due and payable under this Subsection 9(b). (ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in its aggregate, "Total Payments"), would constitute an "excess parachute payment" that is subject to the Concessionairetax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision); provided that the foregoing reduction in the event any Project Assets, essential for amount of Total Payments shall not apply if the efficient, economic and safe operation After-Tax Value to the Executive of the Bus Terminal, shall have been acquired and installed after Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority After-Tax Value to the ConcessionaireExecutive if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A). 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon ‌ 30.3.1 Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring during the Concession Period, the Performance Security shall be forfeited, and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled in terms hereof after COD termination. In the event of Bus Terminal Authority terminating the Agreement on account of Concessionaire Default and in addition to the Authority forfeiting the Performance Security, as stated above, the Authority shall pay to Concessionaire 70% (seventy percent) of the Unexpired Cash Flow. 30.3.2 Subject to terms herein below, upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55105% (fifty one hundred and five per centpercent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash Flow. 30.3.3. The Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their 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 doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Authority No Objection Certificate (NOC) issued by Lenders/Lenders’ Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders , the Lenders Debt due , and procuring discharge of charge, pursuant to terms above. In this regard, it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Authority shall pay be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be promptly paid by Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 . Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire furnishing NOC to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per centpercent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender’s Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assetsas on Transfer Date, essential and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireAuthority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4. The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the 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, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Saia shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty During the two point five per centyears following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably denied), a payment equal subject to 80% liquidation or exchange for another benefit. (eighty per centc) [Reserved.] (d) The Corporation shall pay the Executive the Termination Payment set forth in this paragraph due to termination of the adjusted depreciated value of such Project Assets shall, notwithstanding Executive’s employment following a Potential Change in Control but before a Change in Control and during the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any reason whatsoever and that of the Concessionaire reasons enumerated in paragraph 3(a)-3(d) or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseby the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, (post occurrence of Bus Terminal , Final COD) the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided 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 doubtHowever, the total termination payment by the authority to the concessionaire in any case shall not exceed the depreciated value of assets/project on the date of termination. 31.3.2 Upon Termination on account of Concessionaire hereby acknowledges that Default during the Construction Period, prior to the Final COD, no Termination Payment shall be due or and payable on account for and in respect of a Concessionaire Default occurring prior expenditure comprising the first forty per cent (40%) of the Project Cost and in the event of expenditure exceeding such forty per cent (40%) and forming part of Debt Due, the provisions of Clause 31.3.1 shall, to COD the extent applicable to Debt Due, apply for and in respect of Bus Terminalthe expenditure exceeding such forty per cent (40%). 33.3.2 31.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 100% (one hundred per cent) of Debt Due; less any insurance proceeds and (b) 82.5150% (eighty two point five per centone hundred and fifty percent) of the Adjusted Equity; andEquity Note: For the avoidance of doubt, Debt Due and Adjusted Equity payable shall be in proportion to the value of work done, as determined by the Independent Expert. The Equity and Debt Due shall be arrived at by adopting the proportion between debt and equity as specified in the Financing Agreements. 33.3.3 31.3.4 The Concessionaire expressly agrees that upon expiry of the Concession Period or the extended Concession Period in accordance with Clause 31.9, no Termination Payment shall be due and payable by the Authority to the Concessionaire. 31.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 60 (fifteensixty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Prime Lending Rate (PLR) on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 120 (ninetyOne Hundred & Twenty) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 31.3.7 The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70%(Seventy per cent) of the Total Project Cost.

Termination Payment. 33.3.1 39.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal this Agreement pursuant to Clause 36.8 (Termination due to Force Majeure), the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% Base Senior Debt Termination Amount; PLUS (fifty five per centb) of the Debt Due less Equity At Par; (c) LESS Insurance Cover; Provided that if any insurance claims forming part 39.3.2 Upon Termination of this Agreement during operation Period, pursuant to Clause 39.1 (Termination for Concessionaire Default), the Insurance Cover are not admitted and paidAuthority shall pay to the Concessionaire, then 80% by way of Termination Payment, an amount equal to: (eighty per centa) of such unpaid claims shall be included in the computation of Base Senior Debt DueTermination Amount. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD Completion of Bus TerminalMedical Facility. 33.3.2 39.3.3 Upon Termination on account of Authority’s this Agreement pursuant to Clause 39.2 (Termination for Authority Default), the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Base Senior Debt DueTermination Amount; andPLUS (b) 82.5150% (eighty two point five per cent) of the Adjusted Equity; and; 33.3.3 39.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to [3% (three per cent) )] above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 39.3.5 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non-Defaulting Party shall pay provide Notice to the ConcessionaireDefaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, by way including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, an amount equal to: (a) 55% (fifty five per cent) including the Forward Settlement Amount, together with appropriate supporting documentation. No Forward Settlement Amount will be assessed for any Termination Payment when Buyer is the Non-Defaulting Party and Seller is the Defaulting Party if this Agreement is terminated before the Term Start Date, provided that Buyer may be entitled to retain certain Development Security and Performance Assurance subject to and in accordance with the terms of Exhibit F. Notwithstanding the Debt Due less Insurance Cover; Provided that foregoing, if any insurance claims forming part of the Insurance Cover are not admitted Early Termination Date occurs before the Term Start Date and paidBuyer is the Defaulting Party, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date, less the fair market value (determined in a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per centcommercially reasonable manner) of (A) all the Adjusted EquityProject’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Project asset or the entire Project is actually sold or disposed of; and 33.3.3 provided, in no case shall such Termination Payment shall become due and payable be greater than [Buyer Note: $TBD] or be less than zero dollars ($0). There will be no amount owed to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and Buyer. The Parties agree that Seller’s damages in the event of any delayan Early Termination Date prior to the Term Start Date caused by ▇▇▇▇▇’s default would be difficult or impossible to determine and that the damages set forth in this Section 6.03(b) are a reasonable approximation of Seller’s harm or loss. If the Termination Payment is positive, the Authority Defaulting Party shall pay interest at a rate equal such amount to 3% the Non-Defaulting Party within ten (three per cent10) above Business Days after the Bank Rate on Notice is provided. If the amount of Termination Payment remaining unpaidis negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within ten (10) Business Days after the Notice is provided; provided provided, however, that such delay shall not exceed 90 (ninety) days. For if Seller is the avoidance Defaulting Party as a result of doubt, it is expressly agreed that an Efficiency Rating Deficiency and the Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of timeis negative, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shallthen, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything any provision to the contrary in this Agreementthe foregoing, but subject Buyer, as the Non-Defaulting Party, shall make no payment to Seller. The Parties shall negotiate to resolve any disputes regarding the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation calculation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawTen. EXCEPT AS SET FORTH HEREIN, treatyTHERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, conventionINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, contract or otherwiseAND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. SUBJECT TO SECTION 10.04, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION 9.03 (INDEMNITY), NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE PREVENTS, OR IS INTENDED TO PREVENT BUYER FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY DEVELOPMENT SECURITY OR PERFORMANCE ASSURANCE.