Common use of ASSIGNMENT OF PARTICIPATING INTEREST Clause in Contracts

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 Subject to Article 28.7, nothing in this Article 28 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management Committee, provided that; a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.2, in a form provided at Appendix-G; b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 In case of any change in the status of a Company or its shareholding resulting in a change in: a) the control of the Company; or b) its relationship with the company(ies) providing the guarantee under Article 29.1 (a) and 29.1 (b); the Company shall seek the consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.2, control has the same meaning as in Article 1.3. 28.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the written consent of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 27.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the GovernmenttheGovernment, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and; (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India; and (e) the prospective assignor or transferor of small size onland block having Contract Area less than 200Sq. Km has completed the Minimum Work Programme committed under Exploration Period (Phase I) as specified in Article 5. 28.1.1 27.2 Subject to Article 28.727.7, nothing in this Article 28 27 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.228.3, in a form provided at Appendix-G;Appendix H. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 28 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 (e) the prospective assignor or transferor of small size onland block having Contract Area less than 200Sq. Km has completed the Minimum Work Programme committed under Exploration Period (Phase I) as specified in Article 5. 27.3 In case of any change in the status of a Company or its shareholding resulting in a change in: (a) the control of the Company; or (b) its relationship with the company(ies) providing the guarantee under Article 29.1 28.1(a), 28.1 (a) and 29.1 (b)b)and 28.2; the Company shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 27 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.227.2, control has the same meaning as in Article 1.3Article1.2.3. 28.3 27.4 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 27.5 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 27.6 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that that, such terms and conditions may not increase the obligations of the Parties Members comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 27.7 In the event that the Government does not give its prior written consent or does not respond to a request for assignment or transfer by a Party Member comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 27.3 above, consent shall be deemed to have been given by the Government. 28.7 27.8 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 27.9 Nothing contained in this Article 2827, shall prevent a Party Member comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: (i) such Party suchMember shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; (ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. .The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party originalParty and shall in no manner compromise the rights of other Parties to the Contract; (iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; (iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; (v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and (vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the prior written consent of the Government of India. 28.8.1 27.10.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 36 at the same time as such notice is served on the Borrower. For the purposes of Article 37 36 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii27.8(iii). 28.8.2 27.10.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 27.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 Subject to Article 28.7, nothing in this Article 28 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management Committee, provided that; a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.2, in a form provided at Appendix-G; b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 In case of any change in the status of a Company or its shareholding resulting in a change inin : a) the control of the Company; or b) its relationship with the company(ies) providing the guarantee under Article 29.1 (a) and 29.1 (b); the Company shall seek the consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.2, control has the same meaning as in Article 1.3. 28.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the written consent of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 26.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standingtransferee, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and the assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 26.2 Subject to Article 28.726.7, nothing in this Article 28 26 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing Scheduled Commercial Bank in India, acceptable to the Government, in favour favor of the Government, for the amount specified in Article 29.227.2, in a form provided at Appendix-G;Appendix G. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 27 in respect of the assignor Party’s obligations under this Contract in favour favor of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 26.3 In case of any change in the the: (a) status of a Company Member or its shareholding resulting in a change in: a) in the control “control” of any Member comprising the CompanyContractor; or (b) the “control” of the Parent Company of any Member; or (c) status of a Member or its shareholding resulting in a change in its relationship with the company(ies) any company providing the guarantee specified under Article 29.1 (a27.1(a) and 29.1 27.1 (b); Such change or changes, as the Company case may be, shall be deemed as an assignment of Participating Interest of the Member and the concerned Member shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances any such change or changes and the provisions of this Article 28 26 shall apply, mutatis mutandis, to be the obtaining of such consentconsent and approval thereof by the Government. For the purpose of this Article 28.2Article, “control has “shall have the same meaning as in Article 1.31.1.2. 28.3 26.4 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies Members constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in ArticleArticle 26.1. 28.4 26.5 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 26.6 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties members comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 26.7 In the event that the Government does not give its prior written consent or does not respond to a request for assignment or transfer by a Party Member comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 26.2 above, consent shall be deemed to have been given by the Government. 28.7 26.8 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 26.9 Nothing contained in this Article 2826, shall prevent a Party Member comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) i. such Party Member shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) . the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party that created the said encumbrance and shall in no manner compromise the rights of other Parties to the Contract; iii) . such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) . keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) v. the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) . in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the prior written consent of the Government of India. 28.8.1 26.10.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 36 at the same time as such notice is served on the Borrower. For the purposes of Article 37 36 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii26.9. (iii). 28.8.2 26.10.2 In case lender Lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 26.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 26.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standingtransferee, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and the assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 26.2 Subject to Article 28.726.7, nothing in this Article 28 26 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing Scheduled Commercial Bank in India, acceptable to the Government, in favour favor of the Government, for the amount specified in Article 29.227.2, in a form provided at Appendix-G;Appendix G. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 27 in respect of the assignor Party’s Party‘s obligations under this Contract in favour favor of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 26.3 In case of any change in the the: (a) status of a Company Member or its shareholding resulting in a change in: a) in the control ―control‖ of any Member comprising the CompanyContractor; or (b) the ―control‖ of the Parent Company of any Member; or (c) status of a Member or its shareholding resulting in a change in its relationship with the company(ies) any company providing the guarantee specified under Article 29.1 (a27.1(a) and 29.1 27.1 (b); Such change or changes, as the Company case may be, shall be deemed as an assignment of Participating Interest of the Member and the concerned Member shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances any such change or changes and the provisions of this Article 28 26 shall apply, mutatis mutandis, to be the obtaining of such consentconsent and approval thereof by the Government. For the purpose of this Article 28.2Article, control has ―control ―shall have the same meaning as in Article 1.31.1.2. 28.3 26.4 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies Members constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in ArticleArticle 26.1. 28.4 26.5 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 26.6 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties members comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 26.7 In the event that the Government does not give its prior written consent or does not respond to a request for assignment or transfer by a Party Member comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 26.2 above, consent shall be deemed to have been given by the Government. 28.7 26.8 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 26.9 Nothing contained in this Article 2826, shall prevent a Party Member comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) i. such Party Member shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) . the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party that created the said encumbrance and shall in no manner compromise the rights of other Parties to the Contract; iii) . such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) . keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) v. the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) . in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the prior written consent of the Government of India. 28.8.1 26.10.1 The Parties acknowledge that to obtain financing a Party (“Borrower”―Borrower‖) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 36 at the same time as such notice is served on the Borrower. For the purposes of Article 37 36 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii26.9. (iii). 28.8.2 26.10.2 In case lender Lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 26.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising Company constituting the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, PRDC provided that the Government PRDC is satisfied that: (a) 28.1.1 the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government PRDC to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the this Contract; (b) 28.1.2 the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) 28.1.3 the prospective assignor or transferor and assignee or transferee respectively transferee, respectively, are willing to comply with any reasonable conditions of the Government Cabinet, Minister, PRDC and PRDS as may be necessary in the circumstances with a view to ensuring performance under the this Contract; and (d) 28.1.4 the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of IndiaSri Lanka. 28.1.1 28.2 Subject to Article 28.7, nothing in this Article 28 shall prevent a Party comprising Company constituting the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the support of the Management Committee and approval of the Management CommitteePRDC, provided that; a) 28.2.1 the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in IndiaSri Lanka, acceptable to the GovernmentPRDC, in favour of the GovernmentPRDC, for the amount specified in Article 29.2, in a form provided at Appendix-G; b) 28.2.2 the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee guarantees pursuant to Article 29 in respect of the assignor Party’s obligations under this Contract in favour of the GovernmentPRDC, of the performance of such Affiliate assignee of its obligations under this Contract; c) 28.2.3 the prospective Affiliate assignee or transferee is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) 28.2.4 the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of IndiaSri Lanka. 28.2 28.3 In case of any change in the status of a Company or its shareholding resulting in a change in: a) 28.3.1 the control of the Company; or b) 28.3.2 its relationship with the company(iesCompany (ies) providing the guarantee under Article 29.1 (a) 29.1.1 and 29.1 (b)29.1.2; the Company shall seek the consent of the Government PRDC for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 shall apply, mutatis mutandis, to be the obtaining of such consent. For If the purpose of this Article 28.2, control has the same meaning as in Article 1.3. 28.3 An application for consent Company fails to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without obtain the written consent to such changed circumstances in advance of them taking place the PRDC may serve a notice in writing on the Company stating that the Contract will terminate unless a further change in the control of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time Company, as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than notice, takes place within the Borrower under period of three (3) months beginning with the financing arrangement referred to above, the same shall be subject to the rights date of Government as contained in Article 28.1 of Contract and the pre-emptive rights service of the Parties as may notice and pending such further change of control all of the Company (ies) rights under this Contract will no longer be contained exercisable. If the further change of control specified in Operating Agreement. Any Party which wishes to exercise such notice does not take place by the said pre-emptive rights end of such three (3) month period then this Contract will explicitly assume the obligation immediately terminate on the same terms and conditions as the Borrowerexpiry of such period.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 25.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor a Company may assign, or transfer, a part or all in whole of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that:; (a) the prospective assignee or transferee is has financial capability and technical competence where relevant to the satisfaction of good standing, has the capacity and ability Government to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and the prospective assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 25.2 In case of any change in the status of a Company or its shareholding resulting in a change in: a) the control of the Company; or b) its relationship with the company(ies) providing the guarantee under Articles 26.1 (a) and 26.1 (b); the Company shall seek the consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 25 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 25.2, control has the same meaning as in Article 1.3. 25.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee including its shareholding and corporate structure, as was earlier required at the time of submission of bids by Companies (the terms of the proposed assignment or transfer) and the unconditional undertaking referred to in Article 25.1 (a). 25.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 25.5 No assignment or transfer shall be effective until the consent of the Government is received in writing or deemed to have been received. Consent may be given by the Government on such terms and conditions as it may deem fit under the circumstance. Provided that such terms and conditions may not increase the obligations of the constituent Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the consent of the Government. 25.6 In the event that the Government does not respond to a request for assignment or transfer by a Company within one hundred and twenty (120) days of such a request or receipt of all information referred to in Article 25.2 above, as may be the case, consent shall be deemed to have been given by the Government. 25.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the assignor or the percentage interest of assignee shall be less than ten percent (10%) of the total Participating Interest of all the constituents of the Contractor comprising the Contractor, except where the Government, on the recommendations of the Steering Committee may, in special circumstances, so permit. 25.8 Nothing contained in this Article 25, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own costs all or part of its Participating Interest for the purposes of security relating to the financing of CBM Operations to the extent required for performing its obligations under the Contract, subject to Steering Committee’s approval provided that: (i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; (ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring with respect to the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; (iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrance; and (iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; (v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party getting created the charge on its Participating Interest shall indemnify the other Parties; (vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the CBM Operations, without the written consent of the Government. 25.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 34 at the same time as such notice is served on the Borrower. For the purposes of Article 34, the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 25.8 (iii). 25.8.2 The financing arrangement referred to above, shall be subject to the rights of Government as contained in Article 25.1 of Contract and the pre-emptive rights of the Parties as may be contained in the Operating Agreement. Any Party which wishes to exercise the said pre- emptive rights will explicitly assume the obligation on the same terms and conditions as the borrower. 25.9 Subject to Article 28.725.7, nothing in this Article 28 25 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the unanimous approval of the Management Steering Committee, provided that;that : a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.226.2, in a form provided at Appendix-GF; b) the assignee provides a parent company financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 26 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 In case of any change in the status of a Company or its shareholding resulting in a change in: a) the control of the Company; or b) its relationship with the company(ies) providing the guarantee under Article 29.1 (a) and 29.1 (b); the Company shall seek the consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.2, control has the same meaning as in Article 1.3. 28.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the written consent of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 Subject to Article 28.7, nothing in this Article 28 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management Committee, provided that; a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.2, in a form provided at Appendix-G; b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 In case of any change in the status of a Company or its shareholding resulting in a change inin : a) the control of the Company; or b) its relationship with the company(ies) providing the guarantee under Article 29.1 (a) and 29.1 (b); the Company shall seek the consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.2, control has the same meaning as in Article 1.3.; 28.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; iii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iiii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the written consent of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 26.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standingtransferee, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and the assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 26.2 Subject to Article 28.726.7, nothing in this Article 28 26 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing Scheduled Commercial Bank in India, acceptable to the Government, in favour favor of the Government, for the amount specified in Article 29.227.2, in a form provided at Appendix-G;Appendix G. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 27 in respect of the assignor Party’s obligations under this Contract in favour favor of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 26.3 In case of any change in the the: (a) status of a Company Member or its shareholding resulting in a change in: a) in the control “control” of any Member comprising the CompanyContractor; or (b) the “control” of the Parent Company of any Member; or (c) status of a Member or its shareholding resulting in a change in its relationship with the company(ies) any company providing the guarantee specified under Article 29.1 (a27.1(a) and 29.1 27.1 (b); Such change or changes, as the Company case may be, shall be deemed as an assignment of Participating Interest of the Member and the concerned Member shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances any such change or changes and the provisions of this Article 28 26 shall apply, mutatis mutandis, to be the obtaining of such consentconsent and approval thereof by the Government. For the purpose of this Article 28.2Article, “control has “shall have the same meaning as in Article 1.31.1.2. 28.3 26.4 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies Members constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in ArticleArticle 26.1. 28.4 26.5 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 26.6 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties members comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 26.7 In the event that the Government does not give its prior written consent or does not respond to a request for assignment or transfer by a Party Member comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 26.2 above, consent shall be deemed to have been given by the Government. 28.7 26.8 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 26.9 Nothing contained in this Article 2826, shall prevent a Party Member comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) i. such Party Member shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) . the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party that created the said encumbrance and shall in no manner compromise the rights of other Parties to the Contract; iii) . such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) . keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation;hypothecation may be submitted to the Management Committee (MC) for information to protect the fiscal stability of the project. v) v. the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) . in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the prior written consent of the Government of India. 28.8.1 26.10.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 36 at the same time as such notice is served on the Borrower. For the purposes of Article 37 36 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii26.9. (iii). 28.8.2 26.10.2 In case lender Lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 26.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-pre- emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 27.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the GovernmenttheGovernment, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and; (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India; and (e) the prospective assignor or transferor of small size onland block having Contract Area less than 200Sq. Km has completed the Minimum Work Programme committed under Exploration Period (Phase I) as specified in Article 5. 28.1.1 27.2 Subject to Article 28.727.7, nothing in this Article 28 27 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.228.3, in a form provided at Appendix-G;Appendix H. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 28 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 (e) the prospective assignor or transferor of small size onland block having Contract Area less than 200Sq. Km has completed the Minimum Work Programme committed under Exploration Period (Phase I) as specified in Article 5. 27.3 In case of any change in the status of a Company or its shareholding resulting in a change in: (a) the control of the Company; or (b) its relationship with the company(ies) providing the guarantee under Article 29.1 28.1(a), 28.1 (a) and 29.1 (b)b)and 28.2; the Company shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances and the provisions of this Article 28 27 shall apply, mutatis mutandis, to be obtaining of such consent. For the purpose of this Article 28.2, control has the same meaning as in Article 1.3. 28.3 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in Article. 28.4 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 In the event that the Government does not give its consent or does not respond to a request for assignment or transfer by a Party comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 above, consent shall be deemed to have been given by the Government. 28.7 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 Nothing contained in this Article 28, shall prevent a Party comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) such Party shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party and shall in no manner compromise the rights of other Parties to the Contract; iii) such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the written consent of the Government of India. 28.8.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 at the same time as such notice is served on the Borrower. For the purposes of Article 37 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii). 28.8.2 In case lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 26.1 Subject to the terms of this Article and other terms of this Contract, any Party Member comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standingtransferee, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and the assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 26.2 Subject to Article 28.726.7, nothing in this Article 28 26 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management CommitteeGovernment, provided that;: (a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing Scheduled Commercial Bank in India, acceptable to the Government, in favour favor of the Government, for the amount specified in Article 29.227.2, in a form provided at Appendix-G;Appendix G. (b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 27 in respect of the assignor Party’s obligations under this Contract in favour favor of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; (c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and; (d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 26.3 In case of any change in the the: (a) status of a Company Member or its shareholding resulting in a change in: a) in the control “control” of any Member comprising the CompanyContractor; or (b) the “control” of the Parent Company of any Member; or (c) status of a Member or its shareholding resulting in a change in its relationship with the company(ies) any company providing the guarantee specified under Article 29.1 (a27.1(a) and 29.1 27.1 (b); Such change or changes, as the Company case may be, shall be deemed as an assignment of Participating Interest of the Member and the concerned Member shall seek the prior written consent of the Government for assigning the Participating Interest under the changed circumstances any such change or changes and the provisions of this Article 28 26 shall apply, mutatis mutandis, to be the obtaining of such consentconsent and approval thereof by the Government. For the purpose of this Article 28.2Article, control has “control” shall have the same meaning as in Article 1.31.1.2. 28.3 26.4 An application for consent to assign or transfer shall be accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed assignee or transferee and its shareholding and corporate structure, as was earlier required from the Companies Members constituting the Contractor, the terms of the proposed assignment or transfer and the unconditional undertaking referred to in ArticleArticle 26.1. 28.4 26.5 The applicant shall also submit such information relating to the prospective assignee or transferee of the assignment or transfer as the Government may reasonably require to enable proper consideration and disposal of the application. 28.5 26.6 No assignment or transfer shall be effective until the approval of the Government is received or deemed to have been received. Approval may be given by the Government on such terms and conditions as it may deem fit. Provided that such terms and conditions may not increase the obligations of the Parties members comprising the Contractor. Upon assignment or transfer of its interest in this Contract, the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.6 26.7 In the event that the Government does not give its prior written consent or does not respond to a request for assignment or transfer by a Party Member comprising the Contractor within one hundred and twenty (120) days of such request and receipt of all information referred to in Article 28.3 26.2 above, consent shall be deemed to have been given by the Government. 28.7 26.8 An assignment or transfer shall not be made where the Participating Interest to be retained by the proposed assignor or the percentage interest of assignee shall be less than ten per cent (10%) of the total Participating Interest of all the constituents of the Contractor, except where the Government, on the recommendations of the Management Committee may, in special circumstances, so permit. 28.8 26.9 Nothing contained in this Article 2826, shall prevent a Party Member comprising the Contractor from mortgaging, pledging, charging or otherwise encumbering at its own risk and cost all or part of its Participating Interest for the purposes of security relating to finance to the extent required for performing its obligation under the Contract, provided that: i) i. such Party Member shall remain solely liable for all its obligations relating to its Participating Interest to the exclusion of the other participants thereto; ii) . the encumbrance shall be expressly subordinated to the rights of the other Parties under this Contract. The obligations occurring from the said encumbrance shall be the sole responsibility of the original Party that created the said encumbrance and shall in no manner compromise the rights of other Parties to the Contract; iii) . such Party has given reasonable notice of such encumbrance and furnishes to all other Parties (including, for the avoidance of doubt, the Government) a certified copy of the executed instrument(s) evidencing the encumbrances; iv) . keeping in view the national interest of India, prior consent of the Government shall be required (which consent shall not be unreasonably withheld) of the list of potential lenders with whom such Party can consider hypothecation; v) v. the Party creating the charge shall ensure that such charge shall not in any way affect the interest of other Parties or result in interference with joint operations. In the event of any claims or liabilities imposed on other Parties because of the creation of such charges, the Party having created charge on its Participating Interest shall indemnify the other Parties; and vi) . in case of foreclosure or default by a borrowing Party, the mortgagee shall not be deemed to have acquired a right to carry on either by itself or through an agent, the Petroleum Operation, without the prior written consent of the Government of India. 28.8.1 26.10.1 The Parties acknowledge that to obtain financing a Party (“Borrower”) will be required to secure for a permitted chargee the right to receive a copy of any notice served on the Borrower and the Parties agree that they shall serve a copy of any such notice on any such permitted chargee in accordance with the provisions of Article 37 35 at the same time as such notice is served on the Borrower. For the purposes of Article 37 35 the address for service of notices of the permitted chargee shall be that specified in the instrument or instruments referred to in Article 28.8(iii26.9. (iii). 28.8.2 26.10.2 In case lender Lender elects to participate directly or through a company other than the Borrower under the financing arrangement referred to above, the same shall be subject to the rights of Government as contained in Article 28.1 26.1 of Contract and the pre-emptive rights of the Parties as may be contained in Operating Agreement. Any Party which wishes to exercise the said pre-emptive rights will explicitly assume the obligation on the same terms and conditions as the Borrower.