Common use of Modalities Clause in Contracts

Modalities. The following modalities shall be applicable to any substitution of the Corporation by the Selectee pursuant to this Agreement: 7.1 The Lenders’ Representative shall on behalf of the Lenders propose to the First Party (the “Proposal”) pursuant to sub-clause 7.2 below, the name of the Selectee for acceptance, seeking: a) grant of all the rights and obligations under this Agreement and the other Project Documents executed between the First Party and the Corporation, to the Selectee (as substitute for the Corporation); b) amendment of this Agreement and the other Project Documents executed between the First Party and the Corporation, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement as existed in respect of the Corporation under the original Agreement and the other Project Documents executed between the First Party and the Corporation; and 7.2 The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the First Party may reasonably require. 7.3 The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First Party of the Proposal: a) observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation and the First Party or a new power purchase agreement or respective Project Document (in the case of the novation thereof), which according to the terms therein are required to be observed, complied with, performed and fulfilled by the Corporation, as if such Selectee was the Corporation originally named under this Agreement; or the respective Project Document; and b) be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party as if such Selectee was the Corporation originally named under such Financing Agreements. 7.4 At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the First Party may require the Lender / Lenders’ Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 Such decision shall be made by the First Party at their reasonably exercised discretion within seven (7) days of: a) the date of receipt of the Proposal by the First Party; or b) the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party under clause 7.2 above is received; whichever is later. Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the First Party for the select shall not be withheld in case the Corporation meets the mentioned in clause 6.1. 7.6 Upon approval of the Proposal and the Selectee by the First Party, the Selectee mentioned in the Proposal shall become the Selectee. 7.7 Following the rejection of a Proposal, the Lenders and/or the Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal. 7.8 The substitution of the Corporation by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Corporation, First Party and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the First Party and upon transfer of ownership and complete possession of the Project by the First Party or the Corporation, as the case may be, to the Selectee. The First Party shall novate all the Project Documents, which they had entered in to with the Corporation in order to make the substitution of the Corporation by the Selectee effective. 7.9 Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Corporation under this Agreement shall cease to exist: Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation against the First Party or any claim of the First Party against the erstwhile Corporation or the Selectee. 7.10 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the Corporation. 7.11 The decision of the Lenders and the First Party in the selection of the Selectee shall be final and binding on the Corporation and shall be deemed to have been made with the concurrence of the Corporation. The Corporation expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 7.12 All actions of the Lenders’ Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

Modalities. The following modalities shall be applicable to any substitution of the Corporation Seller by the Selectee pursuant to this Agreement: 7.1 The Lenders’ ' Representative shall on behalf of the Lenders propose to the First Party Procurer (the “Proposal”) pursuant to sub-clause 7.2 below, the name of the Selectee for acceptance, seeking: a) grant of all the rights and obligations under this Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller, to the Selectee (as substitute for the CorporationSeller); b) amendment of this Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement as existed in respect of the Corporation Seller under the original Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller; and 7.2 The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the First Party Procurer may reasonably require... 7.3 The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First Party Procurer of the Proposal: a) observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation Seller and the First Party Procurer or a new power purchase agreement or respective Project Document (in the case of the novation thereof), which according to the terms therein are required to be observed, complied with, performed and fulfilled by the CorporationSeller, as if such Selectee was the Corporation Seller originally named under this Agreement; or the respective Project Document; and b) be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party Procurer as if such Selectee was the Corporation Seller originally named under such Financing Agreements. 7.4 At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the First Party Procurer may require the Lender / Lenders’ ' Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party Procurer as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 Such decision shall be made by the First Party Procurer at their reasonably exercised discretion within seven (7) days of: a) the date of receipt of the Proposal by the First PartyProcurer; or b) the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party Procurer under clause 7.2 above is received; whichever is later. Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the First Party Procurer for the select shall not be withheld in case the Corporation seller meets the mentioned in clause 6.1. 7.6 Upon approval of the Proposal and the Selectee by the First PartyProcurer, the Selectee mentioned in the Proposal shall become the Selectee. 7.7 Following the rejection of a Proposal, the Lenders and/or the Lenders’ ' Representative shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal. 7.8 The substitution of the Corporation Seller by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the CorporationSeller, First Party Procurer and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the First Party Procurer and upon transfer of ownership and complete possession of the Project by the First Party Procurer or the CorporationSeller, as the case may be, to the Selectee. The First Party Procurer shall novate all the Project Documents, which they had entered in to with the Corporation Seller in order to make the substitution of the Corporation Seller by the Selectee effective. 7.9 Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Corporation Seller under this Agreement shall cease to exist: Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation Seller against the First Party Procurer or any claim of the First Party Procurer against the erstwhile Corporation Seller or the Selectee. 7.10 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation Seller subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the CorporationSeller. 7.11 The decision of the Lenders and the First Party Procurer in the selection of the Selectee shall be final and binding on the Corporation Seller and shall be deemed to have been made with the concurrence of the CorporationSeller. The Corporation Seller expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 7.12 All actions of the Lenders’ ' Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ ' Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

Modalities. The following modalities shall be applicable to any substitution of the Corporation Power Producer by the Selectee pursuant to this Agreement: 7.1 PPA: The Lenders’ Representative shall on behalf of the Lenders propose to the First Party Procurer (the “Proposal”) pursuant to sub-clause 7.2 Article 16.6.3 below, the name of the Selectee for acceptance, seeking: a) : grant of all the rights and obligations under this Agreement the PPA and the other Project Documents executed between the First Party Procurer and the CorporationPower Producer, to the Selectee (as substitute for the CorporationPower Producer); b) ; amendment of this Agreement the PPA and the other Project Documents executed between the First Party Procurer and the CorporationPower Producer, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement the PPA as existed in respect of the Corporation Power Producer under the original Agreement PPA and the other Project Documents executed between the First Party Procurer and the CorporationPower Producer; and 7.2 and the execution of new PPAs as necessary, by the proposed Selectee for the residual period of the PPA on the same terms and conditions as are included in this PPA. The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the First Party any of Procurer may reasonably require. 7.3 . Procurer may intimate any additional requirement within [insert number of days in words] (XX) Days of the date of receipt of the Proposal. The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First Party Procurer of the Proposal: a) : observe, comply, perform and fulfill fulfil the terms, conditions and covenants of this Agreement the PPA and all Project Documents executed between Corporation Power Producer and the First Party Procurer or a new power purchase agreement PPA or respective Project Document (in the case of the novation thereof), which according to the terms therein are required to be observed, complied with, performed and fulfilled by the CorporationPower Producer, as if such Selectee was the Corporation Power Producer originally named under this Agreementthe PPA; or the respective Project Document; and b) and be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements agreements or in any other manner agreed to by the Lenders and the First Party Procurer as if such Selectee was the Corporation Power Producer originally named under such Financing Agreements. 7.4 agreements. At any time prior to taking a decision in respect of the Proposal received under clause 7.1Article 16.6, the First Party Procurer may require the Lender / Lenders’ Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party Procurer as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 . Procurer shall convey its approval or disapproval of such Proposal to the Lender / Lender’s Representative. Such decision shall be made by the First Party Procurer at their reasonably exercised discretion within seven [insert number of days in words] (7XX) days Days of: a) : the date of receipt of the Proposal by the First PartyProcurers; or b) or the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party any of Procurer under clause 7.2 Article 16.6 above is received; whichever is later. Notwithstanding anything to the contrary mentioned If there is no decision is made within [insert number of days in this Agreementwords] (XX) Days, the approval of the First Party for the select shall not be withheld in case the Corporation meets the mentioned in clause 6.1. 7.6 Upon approval of the Proposal and the Selectee by the First Party, the Selectee mentioned in the Proposal shall become the Selectee. 7.7 Following the rejection of a Proposal, the Lenders and/or the Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal. 7.8 The substitution of the Corporation by the Selectee it shall be considered as deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Corporation, First Party and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the First Party and upon transfer of ownership and complete possession of the Project by the First Party or the Corporation, as the case may be, to the Selectee. The First Party shall novate all the Project Documents, which they had entered in to with the Corporation in order to make the substitution of the Corporation by the Selectee effectiveapproval. 7.9 Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Corporation under this Agreement shall cease to exist: Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation against the First Party or any claim of the First Party against the erstwhile Corporation or the Selectee. 7.10 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the Corporation. 7.11 The decision of the Lenders and the First Party in the selection of the Selectee shall be final and binding on the Corporation and shall be deemed to have been made with the concurrence of the Corporation. The Corporation expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 7.12 All actions of the Lenders’ Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

Modalities. 3.7.1 The following modalities shall be applicable to any substitution of the Corporation SPD by the Selectee pursuant to this Agreement:. 7.1 3.7.2 The Lenders’ Representative shall on behalf of the Lenders propose to the First Party NVVN (the “Proposal”) pursuant to sub-clause 7.2 Clause 3.7.3 below, the name of the Selectee for acceptance, seeking: a) grant of all the rights and obligations under this Agreement and the other Project Documents executed between the First Party and the Corporation, PPA to the Selectee (as substitute for the CorporationSPD); b) amendment of this Agreement and the other Project Documents executed between the First Party and the Corporation, PPA to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement the PPA as existed in respect of the Corporation SPD under the original Agreement and the other Project Documents executed between the First Party and the CorporationPPA; and 7.2 c) the execution of new agreements as necessary, by the proposed Selectee for the residual period of the PPA on the same terms and conditions as are included in this Agreement. 3.7.3 The Proposal shall contain the particulars and information in respect of the Selectee and the data and information as the First Party NVVN may reasonably require. NVVN may intimate any additional requirement within thirty (30) days of the date of receipt of the Proposal. 7.3 3.7.4 The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First Party NVVN of the Proposal: a) observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation and the First Party or a new power purchase agreement or respective Project Document (in the case of the novation thereof)PPA, which according to the terms therein are required to be observed, complied with, performed and fulfilled by the CorporationSPD, as if such Selectee was the Corporation SPD originally named under this Agreement; or the respective Project DocumentPPA; and b) be liable for and shall assume, discharge and pay the Total Debt Amount total debt amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party NVVN as if such Selectee was the Corporation SPD originally named under such Financing Agreements. 7.4 3.7.5 At any time prior to taking a decision in respect of the Proposal received under clause 7.1Clause 3.7.2, the First Party NVVN may require the Lender / Lender/ Lenders’ Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party NVVN as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 3.7.6 NVVN shall convey its approval or disapproval of such Proposal to the Selectee. Such decision shall be made by the First Party NVVN at their its reasonably exercised discretion within seven twenty one (721) days of: (a) the date of receipt of the Proposal by the First Partyit; or (b) the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party NVVN under clause 7.2 Clause 3.7.3 above is received; whichever is later. Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the First Party for the select shall not be withheld in case the Corporation meets the mentioned in clause 6.1. 7.6 3.7.7 Upon approval of the Proposal and the Selectee by the First PartyNVVN, the Selectee mentioned in the Proposal shall become the SelecteeSelectee hereunder. 7.7 3.7.8 Following the rejection of a Proposal, the Lenders and/or and/ or the Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another Selectee (if the rejection was on the grounds of an inappropriate third party proposed as Selectee) within sixty (60) days of receipt of communication regarding rejection of the Selectee previously proposed. The provisions of this schedule article shall apply mutatis mutandis to such fresh Proposal. 7.8 3.7.9 The substitution of the Corporation SPD by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the CorporationSPD, First Party NVVN and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the First Party NVVN and upon transfer of ownership and complete possession of the Power Project by the First Party or the Corporation, as the case may be, SPD to the Selectee. The First Party shall novate all the Project Documents, which they had entered in to with the Corporation in order to make the substitution quantum and manner of payment of the Corporation consideration payable by the Selectee effectiveto the SPD towards purchase of the Power Project and assumption of all the rights and obligations of the SPD under the PPA as mentioned in this Agreement shall be entirely between the SPD, Selectee and the Lenders and NVVN shall in no way be responsible to bear the same. 7.9 3.7.10 Upon the substitution becoming effective pursuant to sub-clause 7.8 Clause 3.7.9 above, all the rights of the Corporation SPD under this Agreement the PPA shall cease to exist: . Provided that, nothing contained in this sub-clause article shall prejudice any pending/pending / subsisting claims of the Corporation SPD against the First Party NVVN or any claim of the First Party NVVN against the erstwhile Corporation SPD or the Selectee. 7.10 3.7.11 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / and/ or default of the Corporation SPD subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / and/ or default of the CorporationSPD. 7.11 3.7.12 The decision of the Lenders and the First Party NVVN in the selection of the Selectee shall be final and binding on the Corporation SPD and shall be deemed to have been made with the concurrence of the CorporationSPD. The Corporation SPD expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 7.12 3.7.13 The Lenders shall be solely and exclusively responsible for obtaining any and all consents/ approvals or cooperation, which may be required to be obtained from the SPD under this Agreement and NVVN shall not be liable for the same. 3.7.14 All actions of the Lenders’ Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized authorised to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

Modalities. The following modalities shall be applicable to any substitution of the Corporation Seller by the Selectee pursuant to this Agreement: 7.1 The Lenders’ ' Representative shall on behalf of the Lenders propose to the First Party Procurer (the “Proposal”) pursuant to sub-clause 7.2 below, the name of the Selectee for acceptance, seeking: a) grant of all the rights and obligations under this Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller, to the Selectee (as substitute for the CorporationSeller);; Initials: __________ Initials: __________ Strictly Confidential Property of BioCrude Technologies, Inc. Power Purchase Agreement (PPA) b) amendment of this Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement as existed in respect of the Corporation Seller under the original Agreement and the other Project Documents executed between the First Party Procurer and the CorporationSeller; and 7.2 The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the First Party Procurer may reasonably require... 7.3 The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First Party Procurer of the Proposal: a) observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation Seller and the First Party Procurer or a new power purchase agreement or respective Project Document (in the case of the novation thereof), which according to the terms therein are required to be observed, complied with, performed and fulfilled by the CorporationSeller, as if such Selectee was the Corporation Seller originally named under this Agreement; or the respective Project Document; and b) be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party Procurer as if such Selectee was the Corporation Seller originally named under such Financing Agreements. 7.4 At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the First Party Procurer may require the Lender / Lenders’ ' Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party Procurer as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 Such decision shall be made by the First Party Procurer at their reasonably exercised discretion within seven (7) days of: a) the date of receipt of the Proposal by the First PartyProcurer; or b) the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party Procurer under clause 7.2 above is received; whichever is later. Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the First Party Procurer for the select shall not be withheld in case the Corporation seller meets the mentioned in clause 6.1. 7.6 Upon approval of the Proposal and the Selectee by the First PartyProcurer, the Selectee mentioned in the Proposal shall become the Selectee. 7.7 Following the rejection of a Proposal, the Lenders and/or the Lenders’ ' Representative shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal. 7.8 The substitution of the Corporation Seller by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the CorporationSeller, First Party Procurer and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has been accepted by the Lenders and the First Party Procurer and upon transfer of ownership and complete possession of the Project by the First Party Procurer or the CorporationSeller, as the case may be, to the Selectee. The First Party Procurer shall novate all the Project Documents, which they had entered in to with the Corporation Seller in order to make the substitution of the Corporation Seller by the Selectee effective.. Initials: __________ Initials: __________ Strictly Confidential Property of BioCrude Technologies, Inc. Power Purchase Agreement (PPA) 7.9 Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Corporation Seller under this Agreement shall cease to exist: Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation Seller against the First Party Procurer or any claim of the First Party Procurer against the erstwhile Corporation Seller or the Selectee. 7.10 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation Seller subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the CorporationSeller. 7.11 The decision of the Lenders and the First Party Procurer in the selection of the Selectee shall be final and binding on the Corporation Seller and shall be deemed to have been made with the concurrence of the CorporationSeller. The Corporation Seller expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever. 7.12 All actions of the Lenders’ ' Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ ' Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

Modalities. The following modalities shall be applicable to any substitution of the Corporation Solar Company by the Selectee pursuant to this AgreementSelectee: 7.1 The (a) the Lenders’ ' Representative may invite, negotiate, procure offers either through private negotiations or public auction or process of tender or otherwise for the substitution of the Solar Company by another Company; (b) the Lenders' Representative shall on behalf of the Lenders propose to the First Party (the “Proposal”) Procurer and GEDCOL, pursuant to sub-clause 7.2 belowClause 4.1(c), the name of such Company proposed to be the Selectee for acceptanceacceptance and shall apply to GEDCOL for grant to such Company, seeking: aas substitute to the Solar Company, the right to (i) grant of all design, build, finance, operate, and maintain the Facilities at the Leased Premises; and (ii) supply electricity to the Procurer under and in accordance with and subject to and on the terms and conditions set out in the PPA. In case the Lenders intend to exercise their substitution rights through share transfer, the Lenders' Representative shall also apply to the Procurer and obligations under this Agreement and the other Project Documents executed between the First Party and the Corporation, GEDCOL for permitting such share transfer to the Selectee (as substitute for upon approval in accordance with this Agreement. In case the Corporation); b) amendment of this Agreement and Lenders intend to exercise their substitution rights through novation, the other Project Documents executed between the First Party and the Corporation, Lenders' Representative shall also apply to the effect that Procurer and GEDCOL for: (i) novation of the aforementioned grant Project Agreements to such Company, upon being approved as the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual remaining Term under the Project Agreements; and (ii) the execution of a new substitution agreement with such Company, upon being approved as the Selectee, for the remaining Term, on the same terms and conditions as set out in this Substitution Agreement. (c) the Lenders' Representative shall be entitled, within the time period of this Agreement set out in Clause 3.2(b) or Clause 3.3(b) above as existed in respect the case may be, to select and propose a Company as the Selectee to the Procurer and GEDCOL for its approval (Proposal). The Proposal of the Corporation under the original Agreement and the other Project Documents executed between the First Party and the Corporation; and 7.2 The Proposal Lenders' Representative pursuant to this Clause 4.1(c) shall contain the particulars and details of such Company (including information in respect of relation to the Selectee Company's ability to meet the technical and financial criteria set out in the RFP), the Lenders' Dues and any other data and information as may be relevant for the First Party may reasonably require. 7.3 The Proposal shall be accompanied by an irrevocable Procurer to consider and unconditional undertaking by the Selectee that it shall, upon approval by the First Party of take a decision on the Proposal: a) observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation and the First Party or a new power purchase agreement or respective Project Document (in the case of the novation thereof), which according . Without prejudice to the terms therein are required foregoing, the Lenders' Representative agrees and undertakes to be observed, complied with, performed and fulfilled by the Corporation, as if such Selectee was the Corporation originally named under this Agreement; or the respective Project Document; and b) be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues provide to the Lenders under Procurer and in accordance with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party as if GEDCOL, such Selectee was the Corporation originally named under such Financing Agreements. 7.4 At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the First Party may require the Lender / Lenders’ Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties. 7.5 Such decision shall be made by the First Party at their reasonably exercised discretion within seven (7) days of: a) the date of receipt of the Proposal by the First Party; or b) the date when the last of further and other information and clarifications in respect of any data, particulars details or information, furnished by the Lenders' Representative as the Procurer and/GEDCOL may reasonably require. The Procurer and GEDCOL shall convey their approval or otherwise of such Proposal, including such Company proposed as the Selectee, in its sole discretion within [15 days] of (i) the date of receipt of the Proposal by the Procurer and GEDCOL; or (ii) the date when the last of any further information and clarifications in respect of any data, details or information included comprised in the Proposal requested Proposal, have been provided by the First Party under clause 7.2 above is received; Lenders' Representative to the Procurer and/or GEDCOL, whichever is later. Notwithstanding anything It is expressly agreed between the Parties that the Proposal shall be accompanied by an unconditional undertaking of the Company proposed as the Selectee that it shall, upon approval by the Procurer and GEDCOL of the Proposal, perform and fulfill the terms and conditions of the Project Agreements as if such Company was the original signatory to the contrary mentioned Project Agreements and shall be liable for and shall assume, discharge and pay the Lenders' Dues under and in this Agreement, accordance with the approval terms and conditions of the First Party for the select shall not be withheld in case the Corporation meets the mentioned in clause 6.1. 7.6 Financing Documents. Upon approval of the Proposal and the Selectee by the First PartyProcurer and GEDCOL, the Selectee mentioned in the Proposal Company shall become the Selectee hereunder; (d) The Procurer and GEDCOL shall, upon their satisfaction of the eligibility of the Selectee and in accordance with the provisions of this Substitution Agreement and subject to the provisions of Clause 4.1(e), proceed to substitute the Solar Company with the Selectee.: (i) by novation of the Project Agreements or such other form of document as the Procurer and/or GEDCOL may reasonably require, on the same terms and conditions as set out under the Project Agreements for the remaining Term; or (ii) by requiring the Selectee to acquire the entire Equity Contribution of the Solar Company, in accordance with Applicable Laws; 7.7 Following (e) the rejection of a Proposal, substitution as aforesaid shall be subject to the Lenders and/or Selectee completing corporate compliances for executing the Lenders’ Representative documents and obtaining any Applicable Permits necessary for performing its obligations under and in accordance with the PPP Contract; (f) the Procurer and GEDCOL shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis object to such fresh Proposal. 7.8 The substitution the choice of the Corporation proposed Selectee after hearing the Lenders' Representative, provided however, that in the event of a refusal as stated above, the Lenders' Representative may propose another Company as the Selectee, within [90 days] of the issuance of the Substitution Notice under Financing Documents or Substitution Notice under PPA/PIA, as the case may be. In the event that no objection is raised with respect to the Company proposed to be the Selectee by the Procurer within the period set forth in Clause 4.1(c), the Company proposed as the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Corporation, First Party and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee has have been accepted by the Lenders Procurer and the First Party and upon transfer of ownership and complete possession of the Project by the First Party or the Corporation, as the case may be, to the Selectee. The First Party shall novate all the Project Documents, which they had entered in to with the Corporation in order to make GEDCOL; (g) the substitution of the Corporation by the Selectee effective. 7.9 Upon the substitution becoming effective pursuant to sub-clause 7.8 aboveas aforesaid, all the rights of the Corporation under this Agreement shall cease to exist: Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation against the First Party or any claim of the First Party against the erstwhile Corporation or the Selectee. 7.10 The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the Corporation. 7.11 The decision of the Lenders and the First Party in the selection of the Selectee shall be final and binding on the Corporation and shall be deemed to have been made with the concurrence of the Corporation. The Corporation expressly waives all rights to object or to challenge such selection and appointment of be complete only upon the Selectee on any ground whatsoever.signing and executing the novation agreement to novate the Project Agreements to the Selectee; and 7.12 All (h) all actions of the Lenders’ ' Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.